Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES, and all claims or causes of action (whether at LawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each of the parties agrees that a final judgment to this Agreement (subject to any appeals therefromi) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in accordance any suit, action or proceeding relating to or arising out of, under or in connection with the foregoing order of prioritythis Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any Action other state or federal court sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of of, under or relating to in connection with this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)other court, tribunal, forum or proceeding. Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the this Agreement waives any defense of an inconvenient forum to the maintenance of such any action or proceeding brought in any such courtaccordance with this paragraph. Each of the parties hereby irrevocably and unconditionally consents to this Agreement agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in accordance with this paragraph, provided that nothing in the manner provided for notices in Section 12(a). Nothing in this Agreement will foregoing sentence shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware Delaware, without giving effect to its principles any choice of Law or rules of conflict of laws to Law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of any jurisdiction other than the State of Delaware; provided . Each Party (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 2(e) or in such other manner as may be permitted by applicable Law, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall process may be brought solely and exclusively served in the federal courts manner of giving notices in Section 2(h) and that nothing in this Section 2(e) shall affect the United States located right of any Party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the State exclusive general jurisdiction of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware (the “Chancery Court”) and the federal courts of the United States any state appellate court therefrom located in within the State of Delaware determine that they lack subject matter (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such legal Actioncourt, such Action (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought brought, tried and determined only in the Chancery Court and any state appellate court in therefrom located within the State of Delaware having subject matter jurisdiction(or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties Party agrees that a final judgment (subject to any appeals therefrom) Order in any action or proceeding in such Action courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment Order or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, The Agreement and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise disputes arising out of or relate related to this agreement (whether in contract, tort or otherwise) will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties (i) irrevocably submits to the personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with this Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the negotiationCompany’s business or affairs in any other court, execution tribunal, forum or performance hereof shall be construed, performed and enforced proceeding. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionparagraph. Each of the parties agrees that a final judgment (subject service of any process, summons, notice or document by U.S. registered mail to any appeals therefrom) in any such Action its address set forth herein shall be conclusive and may be enforced in other jurisdictions by effective service of process for any action, suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will sentence shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed interpreted and enforced in accordance with the Laws laws of the State of Delaware Florida, without giving effect to its the choice of law principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionthereof. Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of Florida or the United States District Court for the Southern District of Florida and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or proceeding relating to this Agreement or the transactions contemplated herebyExecutive’s employment by the Company or any affiliate, or for the recognition and hereby irrevocably and unconditionally waivesenforcement of any judgment in respect thereof (a “Proceeding”), to the fullest exclusive jurisdiction of the courts of the State of Florida, the court of the United States of America for the Southern District of Florida, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Florida State court or, to the extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that the Executive or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in the manner provided for notices in Section 12(aany such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail). Nothing , postage prepaid, to such party, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Florida. Each party shall be responsible for its own legal fees incurred in connection with any dispute hereunder.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations thus created between the parties hereto (including, and all claims or causes of action (whether at Lawwithout limitation, in contract or in tort) that may be based upon, arise any dispute arising out of or relate related to this Agreement or the negotiation, execution or performance hereof Agreement) shall be construed, performed governed by and enforced construed under and in accordance with the Laws internal laws of the State of Delaware New York without giving effect reference to its principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionlaws. Any Action against, dispute between the parties hereto arising out of or relating related to this Agreement or the transactions contemplated hereby, shall will be brought solely heard exclusively and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such determined before an appropriate federal court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; providedNew York, furtheror an appropriate New York state court, that if (and only after) both the Court of Chancery of the State of Delaware each party hereto submits itself and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits its property to the exclusive jurisdiction of the foregoing courts with respect to such courtsdisputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that the Company is headquartered in New York City and that, in accordance the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the foregoing order business and operations of prioritythe Company, as well as other businesses and operations in respect the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. Each party hereto (i) agrees that service of process may be made by mailing a copy of any Action relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or relating related to this Agreement or the transactions contemplated herebyAgreement, and hereby irrevocably and unconditionally waives, (iii) waives to the fullest extent it may legally and effectively do so, permitted by law any objection which it may now or hereafter have to the laying of venue of in the courts referred to above as regards any Action dispute between the parties hereto arising out of or relating related to this Agreement and (iv) agrees that a judgment or the transactions contemplated hereby order of any court referred to above in connection with any such court in accordance with the provisions of this Section 12(e). Each of dispute between the parties hereby irrevocably waives, hereto arising out of or related to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably this Agreement is conclusive and unconditionally consents to service of process binding on it and may be enforced against it in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right courts of any party to serve process in any other manner permitted by applicable Lawjurisdiction.

Governing Law; Jurisdiction. This Agreement, the rights and all obligations of the parties hereto, and any claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York without giving effect regard to its principles or rules choice of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw provisions). Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or proceeding relating to this Agreement or the transactions contemplated herebyExecutive’s employment by the Company or any affiliate, or for the recognition and hereby irrevocably and unconditionally waivesenforcement of any judgment in respect thereof (a “Proceeding”), to the fullest exclusive jurisdiction of the courts of the State of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or, to the extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that the Executive or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Executive’s or the Company’s address as provided for notices in Section 12(a). Nothing 13 hereof, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of New York.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced interpreted in accordance with the Laws laws of the State of Delaware without giving effect regard to the principles of conflicts of law. Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any federal court within the State of Delaware), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its principles property, generally and unconditionally, with regard to any such action or rules proceeding arising out of conflict of laws or relating to the extent such principles or rules would require or permit the application this Agreement. Each of the Laws Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of another jurisdictioncompetent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Any Action againstEach 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 arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in (a) any claim that it is not personally subject to the Court of Chancery jurisdiction of the State of Delaware; provided that if courts in Delaware as described herein for any reason, (and only afterb) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive its property is exempt or immune from jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court or from any legal process commenced in accordance with such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the parties hereby irrevocably and unconditionally consents to service of process subject matter hereof, may not be enforced in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted or by applicable Lawsuch courts.

Governing Law; Jurisdiction. This Agreement, Agreement is governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts . Each of the United States located parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with SECTION 11(a) or in such other manner as may be permitted by applicable law, and nothing in this SECTION 11(e) will affect the State right of Delawareany party to serve legal process in any other manner permitted by applicable law; provided, further, that if (ii) irrevocably and only after) both unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and the federal courts of the United States located in any state appellate court therefrom within the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(or, such Action shall be brought in any state court in if the Court of Chancery of the State of Delaware having subject matter jurisdictiondeclines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, Agreement will be governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect regard to the conflict of law principles thereof. Each of the Parties irrevocably agrees that any Proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in federal court (or, if such court does not have subject matter jurisdiction, state court) sitting in the City and County of New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its principles property, generally and unconditionally, with regard to any such Proceeding arising out of or rules of conflict of laws relating to this Agreement and the extent such principles or rules would require or permit the application transactions contemplated hereby. Each of the Laws Parties agrees not to commence any Action relating thereto except in the courts described above in the City and County of another jurisdictionNew York, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Any Action againstEach 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 arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in (a) any claim that it is not personally subject to the Court of Chancery jurisdiction of the State courts described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of Delaware; provided that if (and only after) any such court determines that it lacks subject matter jurisdiction over or from any legal process commenced in such Actioncourts (whether through service of notice, such Action shall be brought solely and exclusively attachment prior to judgment, attachment in the federal courts aid of the United States located in the State execution of Delaware; providedjudgment, further, that if (and only after) both the Court execution of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to otherwise) or (c) that (i) the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court is brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to forum, (ii) the maintenance venue of such action Action is improper or proceeding (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such courtcourts. Each of The Parties acknowledge and agree that the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in transactions contemplated by this Agreement will affect are not transactions pursuant to which Buyer shall have any obligations under the right Transfer of any party to serve process in any other manner permitted by applicable LawUndertakings (Protection of Employment) Regulations 2006.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned by, performed construed and enforced in accordance with the Laws of the State of Delaware Florida without giving effect regard to its principles or rules of the conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionthereof. Any Action against, All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the State of Florida (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such 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 herebyhereby may not be enforced in or by any Specified Court and (c) waives any bond, shall surety or other security that might be brought solely and exclusively in the Court required of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionother party with respect thereto. Each of the parties party agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLaw or in equity. Each party hereby irrevocably submits consents to the exclusive jurisdiction service of such courts, the summons and complaint and any other process in accordance with the foregoing order of priority, in respect of any Action arising out of other action or proceeding relating to this Agreement or the transactions contemplated herebyby this Agreement, and hereby irrevocably and unconditionally waiveson behalf of itself, to the fullest extent it may legally and effectively do soor its property, any objection which it may now or hereafter have to the laying by personal delivery of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance copies of such action or proceeding in any process to such court. Each of party at the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices applicable address set forth in Section 12(a6(a). Nothing in this Agreement will Section 6(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law. The Executive is entering into this Agreement with the understanding that he and the party hereto will have relocated to the State of Florida in connection with and shortly after the Closing and is therefore waiving any rights to have the Agreement considered under California law, as the Company and the Executive will no longer have a nexus to California shortly after the obligations under this Agreement take effect.

Governing Law; Jurisdiction. This Agreement, the rights and all obligations of the parties hereto, and any claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect regard to its principles or rules choice of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw provisions. Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive proceeding relating to this Agreement or Executive’s employment by the Company or any Affiliate, or for the recognition and may be enforced enforcement of any judgment in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits respect thereof (a “Proceeding”), to the exclusive jurisdiction of such courtsthe courts of the State of Delaware, in accordance with the foregoing order court of prioritythe United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, such Proceeding shall be heard and hereby irrevocably and unconditionally waivesdetermined in such Delaware State court or, to the fullest extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that Executive or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the manner Company’s address as provided for notices in Section 12(a). Nothing 13 hereof, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Delaware.

Governing Law; Jurisdiction. This AgreementWarrant shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws internal laws of the State of Delaware New York, without giving effect to its principles or rules of conflict of laws reference to the extent such principles or rules would require or permit choice of law provisions thereof. The Company and, by accepting this Warrant, the application of the Laws of another jurisdiction. Any Action againstHolder, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby each irrevocably submits to the exclusive jurisdiction of such courts, the courts of the State of New York located in accordance with New York County and the foregoing order United States District Court for the Southern District of priority, in respect New York for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement or Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, and hereby action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Holder, each irrevocably and unconditionally waives, consents to the fullest extent it may legally jurisdiction of any such court in any such suit, action or proceeding and effectively do soto the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of such suit, action or relating to this Agreement proceeding brought in such courts and irrevocably waives any claim that any such suit, action or the transactions contemplated hereby proceeding brought in any such court has been brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtforum. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawTHE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and all claims or causes of action (whether at Laweffect, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or by the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws laws of the State of Delaware Nevada applicable to contracts made and performed wholly therein, without giving effect to its principles any choice or rules of conflict of laws to the extent such principles provisions or rules that would require or permit cause the application of the Laws laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter other jurisdiction. Each of the parties hereto irrevocably agrees that any legal Action or proceeding with respect to this Agreement, 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 arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada and any state appellate court therefrom within the State of Nevada (or, if the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada declines to accept jurisdiction over a final judgment (subject particular matter, any state or federal court within the State of Nevada). Each of the parties hereto hereby irrevocably submits with regard to any appeals therefrom) in any such Action shall be conclusive or proceeding for itself and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyits property, generally and hereby irrevocably and unconditionally waivesunconditionally, to the fullest extent personal jurisdiction of the aforesaid courts and agrees that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with other than the provisions of this Section 12(e)aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 7.3 and this Section 7.6, (b) 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 (c) to the fullest extent permitted by applicable Lawlaw, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in such court is brought in an inconvenient forum, (ii) 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. Each of Without limiting the parties hereby irrevocably and unconditionally consents to foregoing, each party agrees that service of process in the manner on such party as provided for notices in Section 12(a). Nothing in this Agreement will affect the right 7.3 shall be deemed effective service of any party to serve process in any other manner permitted by applicable Lawon such party.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise disputes arising out of or relate related to this Agreement (whether in contract, tort or the negotiation, execution or performance hereof shall otherwise) will be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; . EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties (i) irrevocably submits to the personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with this Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that if (and only after) such court determines that it lacks subject matter jurisdiction over any is unavailable in that court, then all such Action, such Action claims shall be brought solely brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the federal courts Company’s business or affairs in any other court, tribunal, forum or proceeding. Each of the United States located in parties waives any defense of inconvenient forum to the State maintenance of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be action or proceeding brought in any state court in the State of Delaware having subject matter jurisdictionaccordance with this paragraph. Each of the parties agrees that a final judgment (subject service of any process, summons, notice or document by U.S. registered mail to any appeals therefrom) in any such Action its address set forth herein shall be conclusive and may be enforced in other jurisdictions by effective service of process for any action, suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will sentence shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws internal laws of the State of Delaware applicable to contracts made and wholly-performed within such state, without giving effect regard to any applicable conflicts of law principles. Each of the parties hereby irrevocably and unconditionally submits, for itself and its principles or rules of conflict of laws property, to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws Delaware Court of another Chancery, or, if (and only if) such court lacks subject matter jurisdiction. Any Action against, any Federal court of the United States of America sitting in the State of Delaware, and the respective appellate courts from the foregoing (all of the foregoing, collectively, the “Delaware Courts”), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court applicable Delaware Court, (ii) agrees that any claim in respect of Chancery of any such action or proceeding may be heard and determined in the State of Delaware; provided that if applicable Delaware Court, (iii) waives, to the fullest extent it may legally and only after) such court determines effectively do so, any objection that it lacks subject matter jurisdiction over may now or hereafter have to the laying of venue of any such Action, such Action shall be brought solely and exclusively action or proceeding in the federal courts applicable Delaware Court, and (iv) waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the United States located maintenance of such action or proceeding in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of applicable Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionCourt. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)by Applicable Law. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof Limited Guaranty shall be construedinterpreted, performed construed and enforced governed by and in accordance with the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict of laws regard to the extent such conflicts of law principles or rules would require or permit the application of the Laws of another jurisdictionthereof. Any Action against, All Actions arising out of or relating to this Agreement or the transactions contemplated hereby, Limited Guaranty shall be brought solely heard and determined exclusively in any New York federal court sitting in the Court Borough of Chancery Manhattan of the State The City of Delaware; provided New York, provided, however, that if (and only after) such federal court determines that it lacks subject matter does not have jurisdiction over any such Action, such Action shall be brought solely heard and determined exclusively in the federal courts of the United States located New York State Supreme Court Commercial Division in the State of Delaware; providedand for New York County, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionNew York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) mailing of process or other papers in connection with any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment manner set forth in Section 8 or in any other manner provided as may be permitted by applicable LawLaws, will be valid and sufficient service thereof. Each party of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of such courts, in accordance with any of the foregoing order of priority, in respect above-named courts for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebyLimited Guaranty brought by any party hereto and (b) irrevocably waives, and hereby irrevocably agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Limited Guaranty and unconditionally waivesthe rights and obligations arising hereunder, or for recognition and enforcement of any 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 fullest extent jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 11, (ii) any claim that it may legally and effectively do so, any objection which it may now or hereafter have to its property is exempt or immune from the laying jurisdiction of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court or from any legal process commenced in accordance with the provisions such courts (whether through service of this Section 12(e). Each notice, attachment prior to judgment, attachment in aid of the parties hereby irrevocably waivesexecution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the defense of Action in such court is brought in an inconvenient forum to forum, (B) the maintenance venue of such action Action is improper or proceeding (C) this Limited Guaranty, or the subject matter hereof, may not be enforced in any or by such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawcourts.

Governing Law; Jurisdiction. This AgreementAll questions concerning the construction, validity, enforcement and all claims or causes interpretation of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof Amendment shall be construed, performed and enforced in accordance with governed by the Laws internal laws of the State of Delaware New York, without giving effect to its conflicts of law principles or rules of conflict of laws to the extent such principles or rules would require or permit the application other than §5-1401 and 5-1402 of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable New York General Obligations Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courtsthe state and federal courts sitting in New York, in accordance with New York for the foregoing order of priority, in respect adjudication of any Action arising out of dispute hereunder or relating to this Agreement in connection herewith or the transactions with any transaction contemplated herebyhereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may legally and effectively do sojurisdiction of any such court, any objection which it may now that such suit, action or hereafter have to proceeding is brought in an inconvenient forum or that the laying of venue of any Action arising out such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of or relating process and consents to this Agreement or the transactions contemplated hereby process being served in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any by mailing a copy thereof to such court. Each of party at the parties hereby irrevocably address for such notices to it under this Amendment and unconditionally consents to agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 12(a)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to serve process in any other manner permitted by applicable Lawlaw. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This AgreementTHIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE TRUST INDENTURE ACT IS APPLICABLE. The Company irrevocably consents and all claims agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or causes of action (whether at Lawproceeding against it with respect to obligations, in contract liabilities or in tort) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture or the negotiation, execution or performance hereof shall Notes may be construed, performed and enforced brought in accordance with the Laws courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement New York or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State Borough of Delaware; providedManhattan, furtherNew York City, that if (New York and, until amounts due and only after) both the Court of Chancery to become due in respect of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal ActionNotes have been paid, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such courtscourt in personam, in accordance generally and unconditionally with the foregoing order of priorityrespect to any action, suit or proceeding for itself in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyits properties, assets and hereby revenues. The Company irrevocably and unconditionally 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 venue of any Action of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This AgreementTHIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF DELAWARE. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES, and all claims or causes of action (whether at LawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each of the parties agrees that a final judgment to this Agreement (subject to any appeals therefromi) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in accordance any suit, action or proceeding relating to or arising out of, under or in connection with the foregoing order of prioritythis Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any Action other state or federal court sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of of, under or relating to in connection with this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)other court, tribunal, forum or proceeding. Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the this Agreement waives any defense of an inconvenient forum to the maintenance of such any action or proceeding brought in any such courtaccordance with this paragraph. Each of the parties hereby irrevocably and unconditionally consents to this Agreement agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in accordance with this paragraph, provided that nothing in the manner provided for notices in Section 12(a). Nothing in this Agreement will foregoing sentence shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed interpreted and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in without giving effect to the federal courts choice of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw principles thereof. Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or proceeding relating to this Agreement or the transactions contemplated herebyEmployee’s employment by the Company or any affiliate, or for the recognition and hereby irrevocably and unconditionally waivesenforcement of any judgment in respect thereof (a “Proceeding”), to the fullest exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that the Employee or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EMPLOYEE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EMPLOYEE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in the manner provided for notices in Section 12(aany such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail). Nothing , postage prepaid, to such party, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

Governing Law; Jurisdiction. This AgreementAgreement shall be deemed to be a contract made under the laws of the State of New York. This Agreement and the construction, validity, enforcement, performance and all claims interpretation of, or causes of action (whether at Law, in contract any dispute or in tort) that may be based upon, arise claim arising out of or relate to in relation to, this Agreement (whether in contract, tort or the negotiation, execution or performance hereof otherwise) shall be construed, performed and enforced construed in accordance with the Laws laws of the State of Delaware New York without giving effect to its principles or the rules of conflict the State of New York governing the conflicts of laws (other than Section 5-1401 of the General Obligations Law of the State of New York). Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Agreement and the transactions herein contemplated (“Proceedings”) (whether brought against a Party or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each Party hereto hereby irrevocably submits to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws New York Courts for the adjudication of another jurisdictionany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Any Action againstEach Party hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each Party hereby irrevocably, knowingly and voluntarily waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. For purposes of this Agreement, shall be brought solely “New York Courts” means the state and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located sitting in the State of Delaware; providedNew York, furtherCity of New York, that if (and only after) both the Court Borough of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawManhattan.

Governing Law; Jurisdiction. This Agreement, and all claims any claim or causes cause of action (whether at Law, in contract or in tort) that may be hereunder based upon, arise arising out of or relate related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution execution, performance or performance hereof enforcement of this Agreement, shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict of laws regard to the extent conflicts of law principles thereof that would subject such principles or rules would require or permit the application of matter to the Laws of another jurisdiction. Any Action against, All legal proceedings arising under the Laws of the State of New York out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in any federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such legal proceedings, they shall be heard and determined exclusively in the Supreme Court of Chancery of the State of Delaware; provided that if New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and only after) such any appellate court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictiontherefrom). Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) mailing of process or other papers in connection with any such Action shall be conclusive and legal proceedings in the manner provided in Section 7.5 or in such other manner as may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by applicable LawLaws, will be valid and sufficient service thereof. Each party of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect aforesaid courts for the purpose of any Action legal proceeding arising under the Laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebybrought by any party hereto, and hereby (ii) irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do soassert, by way of motion, as a defense, counterclaim or otherwise, in any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating legal proceeding with respect to this Agreement and the rights and obligations arising hereunder, or the transactions contemplated hereby for recognition and enforcement of any judgment in any such court in accordance with the provisions respect of this Section 12(e). Each Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the parties hereby irrevocably waives, to aforesaid courts for any reason other than the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party failure to serve process in any other manner permitted by applicable Lawaccordance with this Section 7.6.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or and causes of action arising hereunder or relating hereto will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflict of law principles that would result in the application of the laws of any other jurisdiction. In furtherance of the foregoing, the parties hereby acknowledge and agree that it is their intent that the Chosen Courts (whether at Lawas defined below) not apply the internal affairs doctrine for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof to the extent that such doctrine would result in contract or in tort) that may be based upon, arise out the application of or relate any law other than the law of the State of New York to this Agreement or the negotiationclaim or cause of action arising hereunder. Each party irrevocably and unconditionally consents, execution or performance hereof shall be construed, performed agrees and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws submits to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States District Court for the Southern District of New York or any New York State court, in each case, located in the Borough of Manhattan and not in any other State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of or Federal court in the United States located of America or any court in any other country (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the State Chosen Courts. Each party irrevocably and unconditionally waives any objection to the laying of Delaware determine that they lack venue of any litigation, action, suit or proceeding with respect to the subject matter jurisdiction over hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such legal Actioncourt that any such litigation, such Action shall be action, suit or proceeding brought in any state such court has been brought in the State of Delaware having subject matter jurisdictionan inconvenient forum. Each of the The parties agrees agree that a final judgment (subject to any appeals therefrom) in any such Action litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement (and all any claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise disputes arising out of or relate related thereto or to this Agreement the transactions contemplated thereby or to the negotiationinducement of any Party to enter therein, execution whether for breach of contract, tortious conduct or performance hereof otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York, including all matters of construction, validity and performance, in each case without giving effect reference to its principles any choice-of-law or rules of conflict of laws law principles that might lead to the extent such principles or rules would require or permit the application of the Laws of another any other jurisdiction. Any Action against, arising out Subject to the provisions of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery Section 9 of the State of Delaware; provided that if (Master Separation and only after) such court determines that it lacks subject matter jurisdiction over any such ActionDistribution Agreement, such Action shall be brought solely and exclusively in the federal courts each of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties irrevocably submits to the exclusive jurisdiction of such courts(a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 9 of the foregoing order Master Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of priority, in respect the Virginia Courts for the enforcement of any Action arising out award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or relating document by U.S. registered mail to such Party’s respective address set forth in Section 11.6 of the Master Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Agreement or Section 12.14. Each of the transactions contemplated hereby, and hereby Parties irrevocably and unconditionally 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 Action action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, including any Action against any member of the Parent Group, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines courts determine that it lacks they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in any state court in the State United States District Court for the Southern District of Delaware having subject matter jurisdictionNew York. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e13(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a13(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement, the Notes, the other Loan Documents and all claims other documents executed in connection herewith, shall be deemed to be contracts and agreements executed by the Borrowers, the Agent, the Floor Plan Agent and the Lenders under the laws of the State of Texas and of the United States of America and for all purposes shall be governed by, and construed and interpreted in accordance with, the laws of said State and of the United States of America. Without limitation of the foregoing, nothing in this Agreement, the Notes or causes the other Loan Documents shall be deemed to constitute a waiver of action any rights which any Lender may have under applicable federal legislation relating to the amount of interest which such Lender may contract for, take, receive, or charge in respect of any Loans, including any right to contract for, take, receive, reserve and charge interest at the rate allowed by the law of the state where such Lender is located. If and to the extent the laws of the State of Texas are applicable for purposes of determining the Highest Lawful Rate, such term shall mean the “weekly ceiling” from time to time in effect under Section 303 of the Texas Finance Code, as amended (whether at Lawthe “Act”), or, if permitted by applicable law and effective upon the giving of the notices required by the Act (or effective upon any other date otherwise specified by applicable law), the “monthly”, “quarterly” or “annualized” ceiling from time to time in contract effect under the Act, whichever Agent shall elect to substitute for the “weekly ceiling,” and vice versa, each such substitution to have the effect provided in the Act, and Agent shall be entitled to make such election from time to time one or more times and, without notice to Borrower, to leave any such substitute rate in tort) that may be based uponeffect for subsequent periods in accordance with the Act. The provisions of Chapter 346 of the Texas Finance Code, arise out of or relate as amended, do not apply to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawNote issued hereunder.

Governing Law; Jurisdiction. This AgreementAgreement shall be interpreted, construed and all claims or causes governed by and in accordance with the Laws of action (whether at Lawthe State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, in contract or in tort) that may be based upon, arise the following matters arising out of or relate relating to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising New York out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in any New York federal court sitting in the Court Borough of Chancery Manhattan of the State The City of DelawareNew York; provided provided, however, that if (and only after) such federal court determines that it lacks subject matter does not have jurisdiction over any such Action, such Action shall be brought solely heard and determined exclusively in the federal courts of the United States located any New York state court sitting in the State Borough of Delaware; providedManhattan of The City of New York. Consistent with the preceding sentence, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment hereto hereby (subject to any appeals therefroma) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits submit to the exclusive jurisdiction of such courts, any federal or state court sitting in accordance with the foregoing order Borough of priority, in respect Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebybrought by any party hereto and (b) irrevocably waive, and hereby irrevocably and unconditionally waivesagree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the fullest extent it may legally and effectively do sojurisdiction of the above-named courts, any objection which it may now that its property is exempt or hereafter have to immune from attachment or execution, that the laying of Action is brought in an inconvenient forum, that the venue of any the Action arising out of is improper, or relating to that this Agreement or the transactions contemplated hereby by this Agreement may not be enforced in or by any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawabove-named courts.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof Limited Guarantee shall be construeddeemed to be made in and in all respects shall be interpreted, performed construed and enforced governed by and in accordance with the Laws of the State of Delaware without giving effect New York applicable to its principles or rules of conflict of laws contracts executed in and to be performed therein. The parties hereby irrevocably submit to the extent such principles or rules would require or permit the application personal jurisdiction of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery courts of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively New York located in the federal Borough of Manhattan, and the Federal courts of the United States of America located in the State of Delaware; providedNew York, furtherBorough of Manhattan, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, solely in respect of any Action arising out the interpretation and enforcement of or relating the provisions of this Limited Guarantee and of the documents referred to in this Agreement or Limited Guarantee, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Limited Guarantee or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and unconditionally waivesdetermined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, over the defense subject matter of an inconvenient forum to the maintenance such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices herein or in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any such other manner as may be permitted by applicable LawLaw shall be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of any jurisdiction other than the State of Delaware; provided . Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 6.11 or in such other manner as may be permitted by applicable law, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall process may be brought solely and exclusively served in the federal courts manner of giving notices in Section 6.3 and that nothing in this Section 6.11 shall affect the United States located right of any party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the State exclusive general jurisdiction of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware (the “Chancery Court”) and the federal courts of the United States any state appellate court therefrom located in within the State of Delaware determine that they lack subject matter (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such legal Actioncourt, such Action (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought brought, tried and determined only in the Chancery Court and any state appellate court in therefrom located within the State of Delaware having subject matter jurisdiction(or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties party hereto agrees that a final judgment (subject to any appeals therefrom) order in any action or proceeding in such Action courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment order or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof Limited Guarantee shall be construeddeemed to be made in and in all respects shall be interpreted, performed construed and enforced governed by and in accordance with the Laws of the State of Delaware New York applicable to contracts executed in and to be performed therein without giving effect to its principles or rules of conflict of laws regard to the extent such conflicts of law principles or rules would require or permit thereof. The parties hereby irrevocably submit to the application personal jurisdiction of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery courts of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively New York located in the federal Borough of Manhattan, and the Federal courts of the United States of America located in the State of Delaware; providedNew York, furtherBorough of Manhattan, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, solely in respect of any Action arising out the interpretation and enforcement of or relating the provisions of this Limited Guarantee and of the documents referred to in this Agreement or Limited Guarantee, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Limited Guarantee or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and unconditionally waivesdetermined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, over the defense subject matter of an inconvenient forum to the maintenance such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices herein or in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any such other manner as may be permitted by applicable LawLaw shall be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement, The Agreement and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise disputes arising out of or relate related to this Agreement agreement (whether in contract, tort or the negotiation, execution or performance hereof shall otherwise) will be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; . EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties (i) irrevocably submits to the personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with this Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that if (and only after) such court determines that it lacks subject matter jurisdiction over any is unavailable in that court, then all such Action, such Action claims shall be brought solely brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the federal courts Company’s business or affairs in any other court, tribunal, forum or proceeding. Each of the United States located in parties waives any defense of inconvenient forum to the State maintenance of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be action or proceeding brought in any state court in the State of Delaware having subject matter jurisdictionaccordance with this paragraph. Each of the parties agrees that a final judgment (subject service of any process, summons, notice or document by U.S. registered mail to any appeals therefrom) in any such Action its address set forth herein shall be conclusive and may be enforced in other jurisdictions by effective service of process for any action, suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will sentence shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims any claim or causes cause of action (whether at Law, in contract or in tort) that may be hereunder based upon, arise arising out of or relate related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution execution, performance or performance hereof enforcement of this Agreement, shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict of laws regard to the extent conflicts of law principles thereof that would subject such principles or rules would require or permit the application of matter to the Laws of another jurisdiction. Any Action against, All legal proceedings arising under the Laws of the State of New York out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in any federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such legal proceedings, they shall be heard and determined exclusively in the Supreme Court of Chancery of the State of Delaware; provided that if New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and only after) such any appellate court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictiontherefrom). Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) mailing of process or other papers in connection with any such Action shall be conclusive and legal proceedings in the manner provided in Section 3(b) or in such other manner as may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by applicable LawLaws, will be valid and sufficient service thereof. Each party of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect aforesaid courts for the purpose of any Action legal proceeding arising under the Laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebybrought by any party hereto; and (ii) irrevocably waives, and hereby irrevocably and unconditionally waivesagrees not to assert, to the fullest extent it may legally and effectively do soby way of motion, as a defense, counterclaim or otherwise, in any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating legal proceeding with respect to this Agreement and the rights and obligations arising hereunder, or the transactions contemplated hereby for recognition and enforcement of any judgment in any such court in accordance with the provisions respect of this Section 12(e). Each Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the parties hereby irrevocably waives, to aforesaid courts for any reason other than the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party failure to serve process in any other manner permitted by applicable Lawaccordance with this Section 3(e).

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York without giving effect to its the principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionlaw. Any Action againstlegal suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated hereby, shall hereby (“Related Proceedings”) may be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively instituted in the federal courts of the United States of America or the state courts of New York State located in New York, New York (collectively, the State of Delaware; provided“Specified Courts”), further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each each party hereby irrevocably submits to the non-exclusive jurisdiction of such courtsSpecified Courts of such courts in any such suit, in accordance with the foregoing order of priority, in respect action or proceeding. Service of any Action arising out process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or relating to this Agreement or the transactions contemplated hereby, and hereby other proceeding brought in any such court. The parties irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any Action arising out of suit, action or relating other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to this Agreement plead or the transactions contemplated hereby claim in any such court that any such suit, action or other proceeding brought in accordance with the provisions of this Section 12(e)any such court has been brought in an inconvenient forum. Each of the parties hereby With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable Lawlaw, all immunity (whether on the defense basis of an inconvenient forum to the maintenance of such action sovereignty or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to otherwise) from jurisdiction, service of process process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in Specified Courts or any other manner permitted by applicable Lawcourt of competent jurisdiction.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws internal laws of the State of Delaware applicable to contracts made and wholly performed within such state, without giving effect regard to its principles any applicable conflicts of law principles. The parties hereto agree that any suit, action or rules of conflict of laws proceeding brought by either party to the extent such principles enforce any provision of, or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Delaware Court of Chancery of Chancery, or in the State of Delaware; provided event (but only in the event) that if (and only after) such court determines that it lacks does not have subject matter jurisdiction over any such Actionsuit, such Action shall be brought solely and exclusively action or proceeding, in the federal courts of the United States located in District Court for the State District of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably hereto submits to the exclusive jurisdiction of any such courtscourt in any suit, in accordance with the foregoing order of priorityaction or proceeding seeking to enforce any provision of, in respect of or based on any Action matter arising out of of, or relating to in connection with, this Agreement or the transactions contemplated hereby, hereby and hereby irrevocably and unconditionally waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or 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 venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each Notwithstanding the foregoing, each of the parties hereto hereby irrevocably agrees that it will not, and unconditionally consents it will not permit any of its Affiliates to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind of description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source, or any of its Affiliates or Representatives, in any way relating to service this Agreement or any of process the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the Borough of Manhattan in the manner provided for notices in City of New York, New York, whether a state or Federal court, and that the provisions of Section 12(a). Nothing in this Agreement will affect the right 10.9 relating to waiver of any jury trial shall apply to such action, cause of action, claim, cross-claim or third-party to serve process in any other manner permitted by applicable Lawclaim.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws of the State of Delaware without giving effect applicable to its principles or rules of conflict of laws contracts executed in and to be performed in that State (other than with respect to the extent such principles or rules would require or permit the application effects of the Laws Merger which shall be governed by the laws of another jurisdictionthe Cayman Islands). Any Action against, All legal actions and proceedings arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in the Court of any Delaware Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of DelawareCourt; provided, furtherhowever, that if (and only after) both jurisdiction is not then available in the Court of Delaware Chancery of the State of Delaware and the Court, then any such legal Action may be brought in any federal courts of the United States court located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawDelaware state court. Each party The Parties hereby (a) irrevocably submits submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action 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 courtscourt in Delaware as described herein. Each Party 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 Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyTransactions, and hereby irrevocably and unconditionally waives, (i) any claim that it is not personally subject to the fullest extent jurisdiction of the courts in Delaware as described herein for any reason, (ii) 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 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 (c) that (i) the Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court is brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to forum, (ii) the maintenance venue of such action Action is improper or proceeding (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawcourts.

Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and all claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware Connecticut, without giving effect to its principles or rules of conflict of laws regard to the extent such principles or rules would require or permit the application choice of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the law provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtthereof. Each of the parties hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the State of Connecticut and the United States District Court for the District of Connecticut, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of or in connection with this Agreement or any of the transactions contemplated hereby, and irrevocably and unconditionally waives, to the fullest extent permitted by law, any and all objections such party may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Connecticut and the United States District Court for the District of Connecticut, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Connecticut State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY OR SERVICE WITH THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Executive’s or the Company’s address as provided for notices in Section 12(a). Nothing 15 hereof, (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Connecticut and (f) expressly waives any and all rights to bring any suit, action or other proceeding arising out of or in connection with this Agreement in or before any court or tribunal other than the courts of the State of Connecticut or the United States District Court for the District of Connecticut and any courts to which an appeal may be taken from such courts, and covenants that such party shall not seek in any manner to resolve any dispute other than as set forth herein or to challenge or set aside any decision, award or judgment obtained in accordance with the provisions hereof. Except as may be explicitly set forth in this Agreement, the parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

Governing Law; Jurisdiction. This Agreement, Agreement (and all claims claims, controversies or causes of action (action, whether at Lawin contract, in contract tort or in tort) otherwise, that may be based upon, arise out of or relate to this Agreement or the negotiation, execution execution, termination, performance or performance hereof nonperformance of this Agreement (including any claim, controversy or cause of action based upon, arising out of or relating to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement)) shall be construedgoverned by, performed and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstEach of the parties hereto irrevocably agrees that all proceedings arising out of or relating to this Agreement 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 arising hereunder brought by the other party hereto or its successors or assigns shall be brought, heard and determined exclusively in any federal or state court sitting in Delaware. Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in Delaware for the purpose of any proceeding arising out of or relating to this Agreement or the transactions contemplated herebyrights and obligations arising hereunder brought by any party hereto and (b) irrevocably waives, shall be brought solely and exclusively in the Court agrees not to assert by way of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionmotion, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provideddefense, furthercounterclaim, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionor otherwise, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and proceeding, any claim that it or its property is not subject personally to the jurisdiction of the above-named courts, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this Agreement, the Share Distribution or any of the other transactions contemplated by this Agreement may not be enforced in other jurisdictions or by suit on any of the judgment or in any other manner provided by applicable Lawabove-named courts. Each party hereby irrevocably submits to the exclusive jurisdiction agrees that service of process upon such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby party in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding shall be effective if notice is given in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in accordance with Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law4.03.

Governing Law; Jurisdiction. This AgreementAll matters relating to the interpretation, construction, validity and all claims or causes enforcement of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws domestic laws of the State of Delaware without giving effect to its principles any choice or rules of conflict of laws to the extent such principles law provision or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if rule (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery whether of the State of Delaware and or any other jurisdiction) that would cause the federal application of laws of any jurisdiction other than the State of Delaware. Any suit, action or proceeding against the Company or any of the Holders arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof shall be brought exclusively in the courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(the “Designated Courts”), such Action shall be brought in any state court in and the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to Parties hereto accept the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect Designated Courts for the purpose of any Action arising out of suit, action or relating to this Agreement or the transactions contemplated herebyproceeding. In addition, and each Party hereby irrevocably and unconditionally 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 venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each judgment entered by any of the parties Designated Courts and hereby further irrevocably waiveswaives any claim that any suit, to action or proceedings brought in the fullest extent permitted by applicable Law, the defense of Designated Courts has been brought in an inconvenient forum to the maintenance of such action or proceeding in any such courtforum. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction. This AgreementAll questions concerning the construction, validity, enforcement and all claims or causes interpretation of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and construed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of internal laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if , without regard to the principles of conflicts of law. The Investor hereby (and only afteri) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought waives all rights to trial by jury in any state court in the State of Delaware having subject matter jurisdiction. Each action, suit or proceeding brought to resolve any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this Agreement, the transactions contemplated hereby or the relationships established among the parties hereunder; (ii) acknowledges and irrevocably agrees that all actions, proceedings, disputes, matters or claims related to or arising from this Agreement shall be heard and determined strictly in accordance with the terms and procedures set forth in Exhibit A as the sole and exclusive procedure for the resolution of any such action, proceeding, dispute matter or claim; (iii) further agrees not to bring any action, proceeding, dispute matter or claim related to or arising from this Agreement in any court, forum, venue, tribunal or jurisdiction except for such court, forum, venue, tribunal or jurisdiction explicitly provided for in Exhibit A; (iv) no Investor will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against the other party that has initiated in court a putative class action or that is a member of a putative class that has not opted out of the class with respect to any claims encompassed by the putative class action until (1) the class certification is denied, (2) the class is decertified or (3) the other party is excluded from the class by the court. Any forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except if stated herein; and (v) agrees that a final judgment (subject to any appeals therefrom) in any such Action proceeding so brought in accordance with the terms and procedures set forth in Exhibit A shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of law or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)at equity. Nothing in this Agreement will Section 6, however, shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw or at equity. The Investor agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

Governing Law; Jurisdiction. This Agreement, Agreement (and all any claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise disputes arising out of or relate related thereto or to this Agreement the transactions contemplated thereby or to the negotiationinducement of any Party to enter therein, execution whether for breach of contract, tortious conduct or performance hereof otherwise and whether predicated on common law, statute or otherwise) shall in all respects be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York, including all matters of construction, validity and performance, in each case without giving effect reference to its principles any choice-of-law or rules of conflict of laws law principles that might lead to the extent such principles or rules would require or permit the application of the Laws laws of another any other jurisdiction. Any Action against, arising out Subject to the provisions of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery Section 9 of the State of Delaware; provided that if (Master Separation and only after) such court determines that it lacks subject matter jurisdiction over any such ActionDistribution Agreement, such Action shall be brought solely and exclusively in the federal courts each of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties irrevocably submits to the exclusive jurisdiction of such courts(a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 9 of the foregoing order Master Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of priority, in respect the Virginia Courts for the enforcement of any Action arising out award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or relating document by U.S. registered mail to such Party’s respective address set forth in Section 11.6 of the Master Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Agreement or Section 6.6. Each of the transactions contemplated hereby, and hereby Parties irrevocably and unconditionally 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 Action action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This AgreementTHIS INDENTURE AND EACH OTHER NOTES DOCUMENT (EXCEPT, IN THE CASE OF THE OTHER NOTES DOCUMENTS, TO THE EXTENT EXPLICITLY SET FORTH THEREIN), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH OTHER NOTES DOCUMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and all claims each Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Collateral Agent, that any legal action, suit or causes of action (whether at Lawproceeding against it with respect to obligations, in contract liabilities or in tort) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture, the Notes or the negotiation, execution or performance hereof shall Note Guarantees may be construed, performed and enforced brought in accordance with the Laws courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement New York or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State Borough of Delaware; providedManhattan, furtherNew York City, that if (New York and, until amounts due and only after) both the Court of Chancery to become due in respect of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal ActionNotes have been paid, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such courtscourt in personam, in accordance generally and unconditionally with the foregoing order of priorityrespect to any action, suit or proceeding for itself in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyits properties, assets and hereby revenues. The Company and each Guarantor irrevocably and unconditionally 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 venue of any Action of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated courts of the United States located in the Borough of Manhattan, New York City, New York 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 accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of any such court has been brought in an inconvenient forum to the maintenance forum. The Company agrees that service of process in any such action or proceeding in may be effected by mailing a copy thereof by registered or certified mail (or any such court. Each substantially similar form of mail), postage prepaid, to the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices Company at its address set forth in Section 12(a)19.03 or at such other address of which the Trustee shall have been notified pursuant thereto. Nothing in this Agreement will affect the right of any party to serve process Indenture or in any other manner permitted by applicable LawNotes Document shall affect any right that the Trustee, the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding to enforce any award or judgment or exercise any right under the Collateral Documents or against any Collateral or any other Property of any Note Party in the courts of another forum in which jurisdiction can be established.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims litigation, claims, actions, suits, hearings or causes of action proceedings (whether at Lawcivil, in contract criminal or in tort) that may be administrative and whether based uponon contract, arise tort or otherwise), directly or indirectly, arising out of or relate relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of the Company or the Investor in the negotiation, execution administration, performance and enforcement hereof or performance hereof thereof, shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York, without giving effect to its principles any choice or rules of conflict of laws to Laws provision or rule (whether of the extent such principles State of New York or rules any other jurisdiction) that would require or permit cause the application of the Laws of another jurisdictionany jurisdiction other than the State of New York. Any Action against, arising Each of the parties hereto hereby (a) expressly and irrevocably submits to the exclusive personal jurisdiction of any United States federal court located in the Southern District of the State of New York or any New York state court located in Manhattan in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (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 or any of the transactions contemplated hereby, shall be brought solely and exclusively by this Agreement in any court other than the Court of Chancery of the State of Delawarecourts as described in (a) above; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts each of the parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by any United States federal court located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over New York or any such legal Action, such Action shall be brought in any New York state court in the State of Delaware having subject matter any other court or jurisdiction. Each party irrevocably consents to the service of process outside the territorial jurisdiction of the parties agrees that a final judgment (subject courts referred to any appeals therefrom) herein in any such Action shall be conclusive and may be enforced action or proceeding in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance connection with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesby mailing copies thereof by registered United States mail, postage prepaid, return receipt requested, to the fullest extent permitted by applicable Lawits address as specified in or pursuant to Section 6.2. However, the defense foregoing shall not limit the right of an inconvenient forum a party to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to effect service of process in on the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any other party to serve process in by any other manner permitted by applicable Lawlegally available method.

Governing Law; Jurisdiction. This AgreementAny dispute, and all claims or causes of action (whether at Lawdisagreement, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles interpretation or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, claim arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyits enforcement, shall be brought solely and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. The Company and only after) such court determines that it lacks subject matter Investor hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive jurisdiction over any such Action, such Action shall be brought solely of the Supreme Court of the State of New York sitting in New York County and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the District Court of Chancery the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Lawlaw. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution or performance hereof of this Agreement or the Merger, shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstIn addition, each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Merger, or for 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 successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State 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 shall not bring any action relating to this Agreement or any of the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought by this Agreement in any state court in other than the State of Delaware having subject matter jurisdictionaforesaid courts. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts, (b) any claim that it or its property is exempt or immune from the 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 (c) to the fullest extent permitted by the applicable Law, any claim that (i) the defense of Action in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action Action is improper or proceeding (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such courtcourts. Each of the parties hereby Party hereto irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.4 in the manner provided for notices in Section 12(a)9.7. Nothing in this Agreement will shall affect the right of any party Party hereto to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement is governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts . Each of the United States located parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 8(a) hereof or in such other manner as may be permitted by applicable law, and nothing in this Section 8(e) will affect the State right of Delawareany party hereto to serve legal process in any other manner permitted by applicable law; provided, further, that if (ii) irrevocably and only after) both unconditionally consents and submits itself and its properties and assets in any Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and the federal courts of the United States located in any state appellate court therefrom within the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(or, such Action shall be brought in any state court in if the Court of Chancery of the State of Delaware having subject matter jurisdictiondeclines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Proceeding arising out of or related to this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such 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 (vi) agrees that it will not bring any Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its New York, regardless of the Laws that might otherwise govern under applicable principles or rules of conflict conflicts of laws thereof, except to the extent such principles or rules would require or permit the application that mandatory provisions of federal Law apply. Each of the Laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another jurisdiction. Any Action againstthe courts of the State of New York located in the borough of Manhattan (and any appellate court thereof) and the United States District Court for the Southern District of New York (and any appellate court thereof), in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyhereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery each of the State of Delaware; provided that if parties hereby irrevocably and unconditionally (and only aftera) such court determines that it lacks subject matter jurisdiction over agrees not to commence any such Actionaction except in such courts, such Action shall be brought solely and exclusively (b) agrees that any claim in the federal courts respect of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such Action shall be brought action or proceeding in any state court such courts, and (d) waives, to the fullest extent permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in the State of Delaware having subject matter jurisdictionany such courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby to this Agreement irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in any such action or proceeding in the manner provided for notices in Section 12(a). Nothing Subsection 7.7 of this Agreement; provided, however, that nothing in this Agreement will shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws internal laws of the State of Delaware New York applicable to contracts made and wholly-performed within such state, without giving effect regard to any applicable conflicts of law principles. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its principles or rules of conflict of laws property, to the extent exclusive jurisdiction of United States District Court for the Western District of New York and, if such principles or rules would require or permit court does not have jurisdiction over such dispute, the application Supreme Court of the Laws State of another jurisdiction. Any Action againstNew York located in the County of Erie (including the applicable appellate courts thereof, collectively, the “New York Courts”) in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court applicable New York Court, (ii) agrees that any claim in respect of Chancery of any such action or proceeding may be heard and determined in the State of Delaware; provided that if applicable New York Court, (iii) waives, to the fullest extent it may legally and only after) such court determines effectively do so, any objection that it lacks subject matter jurisdiction over may now or hereafter have to the laying of venue of any such Action, such Action shall be brought solely and exclusively action or proceeding in the federal courts applicable New York Court, and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the United States located maintenance of such action or proceeding in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionapplicable New York Court. Each of the parties Parties agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Law. Each party hereby Party irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)by applicable Law. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware Delaware, without giving effect to its principles any choice of Law or rules of conflict of laws to Law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of any jurisdiction other than the State of Delaware; provided . Each Party (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 3(e) or in such other manner as may be permitted by applicable Law, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall process may be brought solely and exclusively served in the federal courts manner of giving notices in Section 3(h) and that nothing in this Section 3(e) shall affect the United States located right of any Party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the State exclusive general jurisdiction of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware (the “Chancery Court”) and the federal courts of the United States any state appellate court therefrom located in within the State of Delaware determine that they lack subject matter (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such legal Actioncourt, such Action (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought brought, tried and determined only in the Chancery Court and any state appellate court in therefrom located within the State of Delaware having subject matter jurisdiction(or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties Party agrees that a final judgment (subject to any appeals therefrom) Order in any action or proceeding in such Action courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment Order or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementTHIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and all claims agrees, to the extent permitted by applicable law, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or causes of action (whether at Lawproceeding against it with respect to obligations, in contract liabilities or in tort) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture or the negotiation, execution or performance hereof shall Notes may be construed, performed and enforced brought in accordance with the Laws courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement New York or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State Borough of Delaware; providedManhattan, furtherNew York City, that if (New York and, until amounts due and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, become due in respect of the Notes have been paid, hereby irrevocably consents and submits, to the extent permitted by applicable law, to the jurisdiction of each such court in personam, generally and unconditionally, to the extent permitted by applicable law, with respect to any Action arising out action, suit or proceeding for itself in respect of or relating to this Agreement or the transactions contemplated herebyits properties, assets and hereby revenues. The Company irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any Action of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations between the parties hereto will be governed in all respects, including validity, interpretation and all claims or causes of action (whether at Laweffect, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or by the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws laws of the State of Delaware Nevada applicable to contracts made and performed wholly therein, without giving effect to its principles any choice or rules of conflict of laws to the extent such principles provisions or rules that would require or permit cause the application of the Laws laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter other jurisdiction. Each of the parties hereto irrevocably agrees that a final any legal action or proceeding with respect to this Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment (subject to any appeals therefrom) in any such Action respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be conclusive brought and may be enforced determined exclusively in other jurisdictions by suit on the judgment Eighth Judicial District Court of the State of Nevada, Clark County, Nevada and any state appellate court therefrom within the State of Nevada (or, if the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada declines to accept jurisdiction over a particular matter, any state or in any other manner provided by applicable Lawfederal court within the State of Nevada). Each party of the parties hereto hereby irrevocably submits with regard to the exclusive jurisdiction of any such courts, in accordance with the foregoing order of priority, action or proceeding for itself and in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyits property, generally and hereby irrevocably and unconditionally waivesunconditionally, to the fullest extent personal jurisdiction of the aforesaid courts and agrees that it may legally and effectively do so, will not bring any objection which it may now or hereafter have to the laying of venue of any Action arising out of or action relating to this Agreement or the transactions contemplated hereby in any such court in accordance with other than the provisions of this Section 12(e)aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 8.6 and this Section 8.4, (b) 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 (c) to the fullest extent permitted by applicable Lawlaw, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in such court is brought in an inconvenient forum, (ii) 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. Each of Without limiting the parties hereby irrevocably and unconditionally consents to foregoing, each party agrees that service of process in the manner on such party as provided for notices in Section 12(a). Nothing in this Agreement will affect the right 8.6 shall be deemed effective service of any party to serve process in any other manner permitted by applicable Lawon such party.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect to its principles any choice or rules of conflict of laws to law provision or rule (whether of the extent such principles State of New York or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of New York. Any Action againstIn addition, arising out each of the parties hereto irrevocably agrees that any legal action or relating proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the transactions contemplated herebyrights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought solely and determined exclusively in the Supreme Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such ActionNew York, such Action shall be brought solely and exclusively in the federal courts of New York County, or the United States located in District Court for the State Southern District of Delaware; provided, further, that if New York (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such appropriate appellate courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). 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 agrees not to assert 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 jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 5(g), (ii) any claim that it or its property is exempt or immune from the 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 the 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. Each court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the parties hereby irrevocably and unconditionally consents to service of process subject matter hereof, may not be enforced in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted or by applicable Lawsuch courts.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims disputes or causes of action (whether at Law, in contract or in tort) that may be based upon, arise controversies arising out of or relate relating to this Agreement or the negotiation, execution or performance hereof rights of the Partners and transactions contemplated hereby shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws internal laws of the State of Delaware Delaware, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. Each Partner hereby irrevocably consents and agrees that any action, suit or proceeding with respect to this Agreement shall be brought and determined only in the exclusive jurisdiction of the Court of Chancery of the State of Delaware, the courts of the United States of America for the District of Delaware, and appellate courts thereof, and each Party hereby consents to the jurisdiction of the aforesaid courts for itself and with respect to its principles property, generally and unconditionally, with regard to any such action or rules proceeding arising out of conflict or relating to this Agreement and the transactions contemplated hereby. Each Partner further agrees that notice as provided herein shall constitute sufficient service of laws process and the parties further waive any argument that such service is insufficient. Each Partner hereby irrevocably and unconditionally waives, and agrees not to the extent such principles assert, by way of motion or rules would require as a defense, counterclaim or permit the application of the Laws of another jurisdiction. Any Action againstotherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in (a) any claim that it is not personally subject to the Court of Chancery jurisdiction of the State of Delaware; provided that if courts in Delaware as described herein for any reason, (and only afterb) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive its property is exempt or immune from jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court or from any legal process commenced in accordance with such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt is brought in an inconvenient forum, (ii) 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. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(aEACH PARTNER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT, OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT, RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR TO ANY DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate its effect are subject to this Agreement or the negotiation, execution or performance hereof and shall be construed, performed construed and enforced in accordance with the Laws law of [*], without regard to its conflicts or choice of law rules or principles, except as to any issue which depends upon the validity, scope or enforceability of any Licensed Patent, which issue shall be determined in accordance with the laws of the State country in which such patent was issued. Each of Delaware without giving effect the Parties hereby irrevocably and unconditionally consents to its principles or rules of conflict of laws submit to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws courts of another jurisdiction. Any Action against, [*] for any matter arising out of or relating to this Agreement and the transactions contemplated [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. hereby, and agrees not to commence any litigation relating thereto except in such courts. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any matter arising out of this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively hereby in the Court courts of Chancery of the State of Delaware; provided that if ([*] and only after) hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state such court has been brought in the State of Delaware having subject matter jurisdictionan inconvenient forum. Each of the parties agrees The Parties agree that a final judgment (subject to any appeals therefrom) in any such Action matter shall be conclusive and may be enforced in other jurisdictions by suit suits on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to Any proceeding brought by either Party under this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process shall be exclusively conducted in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawEnglish language.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws internal laws of the State of Delaware Nevada without giving effect to its principles or rules of conflict of laws regard to the extent such choice of law principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionthereof. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of such courts, the state and federal courts located in accordance with the foregoing order State of priority, in respect Nevada for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement or and the transactions contemplated hereby. Service of process in connection with any such suit, and hereby action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably and unconditionally waives, consents to the fullest extent it may legally jurisdiction of any such court in any such suit, action or proceeding and effectively do so, to the laying of venue in such court. Each party hereto irrevocably waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of such suit, action or relating to this Agreement proceeding brought in such courts and irrevocably waives any claim that any such suit, action or the transactions contemplated hereby proceeding brought in any such court has been brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtforum. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)WAIVER OF JURY TRIAL. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawIN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstIn addition, arising out each of the parties hereto irrevocably agrees that any legal action or relating proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the transactions contemplated herebyrights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought solely and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). 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 agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.4, (b) any claim that it or its property is exempt or immune from the 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 (c) to the fullest extent permitted by the applicable Law, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. Each court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the parties hereby irrevocably and unconditionally consents to service of process subject matter hereof, may not be enforced in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted or by applicable Lawsuch courts.

Governing Law; Jurisdiction. This Agreement, Agreement (and all claims claims, controversies or causes of action (action, whether at Lawin contract, in contract tort or in tort) otherwise, that may be based upon, arise out of or relate to this Agreement or the negotiation, execution execution, termination, performance or performance hereof nonperformance of this Agreement (including any claim, controversy or cause of action based upon, arising out of or relating to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement)) shall be construedgoverned by, performed and construed and enforced in accordance with with, the Laws of the State of Delaware Illinois, without giving effect regard to its principles any choice or rules of conflict of laws to law provision or rule (whether of the extent such principles State of Illinois or rules any other jurisdiction) that would require or permit cause the application of the Laws of another jurisdictionany jurisdiction other than the State of Illinois. Any Action againstEach of the parties irrevocably agrees that all proceedings arising out of or relating to this Agreement 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 arising hereunder brought by the other party or its successors or assigns shall be brought, heard and determined exclusively in any federal or state court sitting in Xxxx County, Illinois. Consistent with the preceding sentence, each of the parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in Xxxx County, Illinois for the purpose of any proceeding arising out of or relating to this Agreement or the transactions contemplated herebyrights and obligations arising hereunder brought by either party and (b) irrevocably waives, shall be brought solely and exclusively in the Court agrees not to assert by way of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionmotion, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provideddefense, furthercounterclaim, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionor otherwise, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and proceeding, any claim that it or its property is not subject personally to the jurisdiction of the above-named courts, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this Agreement, the Transaction or any of the other transactions contemplated by this Agreement may not be enforced in other jurisdictions or by suit on any of the judgment or in any other manner provided by applicable Lawabove-named courts. Each party hereby irrevocably submits to the exclusive jurisdiction agrees that service of process upon such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby party in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding shall be effective if notice is given in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in accordance with Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law10.4.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims disputes or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, controversies arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely governed by, and exclusively construed in accordance with, the Court of Chancery Laws of the State of Delaware; provided New York, without regard to conflict of law principles that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively would result in the federal courts application of any Law other than the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery Law of the State of Delaware New York. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of any Party’s Intellectual Property Rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the federal courts American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the United States located type provided for in this Agreement and who is chosen by the State of Delaware determine that they lack subject matter AAA. The arbitration shall take place in Richmond, Virginia, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction over any such legal Action, such Action thereof. There shall be brought limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each Party will bear its own costs in respect of any state court in the State of Delaware having subject matter jurisdictiondisputes arising under this Agreement. Each of the parties agrees that a final judgment (subject Parties to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party this Agreement hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Virginia and appellate courts thereof or any Virginia State Court sitting in Henrico County, Virginia for itself and with respect to its property, generally and unconditionally, with regard to any such courts, in accordance with the foregoing order of priority, in respect of any Action action or proceeding arising out of or relating to this Agreement or and the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations thus created between the parties hereto (including, and all claims or causes of action (whether at Lawwithout limitation, in contract or in tort) that may be based upon, arise any dispute arising out of or relate related to this Agreement or the negotiation, execution or performance hereof Agreement) shall be construed, performed governed by and enforced construed under and in accordance with the Laws internal laws of the State of Delaware Texas without giving effect reference to its principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionlaws. Any Action against, dispute between the parties hereto arising out of or relating related to this Agreement or the transactions contemplated hereby, shall will be brought solely heard exclusively and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such determined before an appropriate federal court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; providedTexas, furtheror an appropriate Texas state court, that if (and only after) both the Court of Chancery of the State of Delaware each party hereto submits itself and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits its property to the exclusive jurisdiction of the foregoing courts with respect to such courtsdisputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of Texas and that, in accordance the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the foregoing order business and operations of prioritythe Company, as well as other businesses and operations in respect the State of Texas, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of Texas. Each party hereto (i) agrees that service of process may be made by mailing a copy of any Action relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or relating related to this Agreement or the transactions contemplated herebyAgreement, and hereby irrevocably and unconditionally waives, (iii) waives to the fullest extent it may legally and effectively do so, permitted by law any objection which it may now or hereafter have to the laying of venue of in the courts referred to above as regards any Action dispute between the parties hereto arising out of or relating related to this Agreement and (iv) agrees that a judgment or the transactions contemplated hereby order of any court referred to above in connection with any such court in accordance with the provisions of this Section 12(e). Each of dispute between the parties hereby irrevocably waives, hereto arising out of or related to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably this Agreement is conclusive and unconditionally consents to service of process binding on it and may be enforced against it in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right courts of any party to serve process in any other manner permitted by applicable Lawjurisdiction.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by and construed solely in accordance with the internal laws of the State of Nevada with respect to contracts executed, delivered and all claims to be fully performed therein, without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to proceeding arising under this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws consummation of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such a federal or state court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; providedNevada. By its execution hereof, further, that if (Company and only after) both Subscriber hereby expressly and irrevocably submits to the Court of Chancery in personam jurisdiction of the State of Delaware federal and the federal state courts of the United States located in the State of Delaware determine Nevada and agree that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) process in any such Action shall be conclusive and action may be enforced in other jurisdictions served upon him or her personally, or by suit on the judgment certified mail or in any other manner provided by applicable Law. Each registered mail upon such party hereby irrevocably submits to the exclusive jurisdiction of or such courtsagent, in accordance return receipt requested, with the foregoing order same full force and effect as if personally served upon such party in Nevada. The parties hereto each waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of priority, in personam jurisdiction with respect thereto. In the event of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtproceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements. Each This exclusive forum provision is an additional risk for investors residing outside of Nevada because it limits the parties hereby irrevocably and unconditionally consents to service feasibility of process filing suit against the Company in the manner provided investor’s state of residence, which would cause increased costs to be incurred by an out-of-state investor, due to the necessity to hire local Nevada counsel to represent the investor in the Nevada courts, and the likelihood that such investor would need to travel to Nevada, possibly for notices an extended stay, in Section 12(a)order to maintain a lawsuit against the Company . Nothing in However, there is uncertainty as to whether a court would enforce this Agreement will affect exclusive forum provision against residents of states other than Nevada. This exclusive forum provision does not include claims by an investor for alleged federal securities law violations arising under the right of any party to serve process in any other manner permitted by applicable LawSecurities Act or Exchange Act.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws of the State of Delaware Delaware, without giving effect to its principles or rules of conflict of laws regard to the extent such Laws that might otherwise govern under applicable principles or rules would require or permit the application of the Laws conflicts of another jurisdictionlaw. Any Action against, arising out of or relating The parties to this Agreement or irrevocably (i) submit to the transactions contemplated hereby, shall be brought solely and exclusively in the Court exclusive jurisdiction of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States of America located in the State of Delaware; provided, further, that if (Delaware and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, solely in respect of any Action arising out the interpretation and enforcement of or relating to the provisions of this Agreement or and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, (ii) agree that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) waive, and hereby irrevocably and unconditionally waivesagree not to assert, to as a defense in any action, suit or proceeding for the fullest extent it may legally and effectively do so, any objection which it may now interpretation or hereafter have to the laying of venue enforcement hereof or of any Action arising out such document, that it is not subject thereto or that such action, suit or proceeding shall not be brought or is not maintainable in said courts or that the venue thereof shall not be appropriate or that this Agreement or any such document shall not (as a result of a lack of personal jurisdiction) be enforced in or relating by such courts, and (iv) agree that all claims with respect to such action or proceeding may be heard and determined in such a Delaware state or federal court. Notwithstanding the foregoing, the parties hereto agree that the exclusive jurisdiction provided for in this section shall not apply to an action to enforce any judgment obtained in connection with this Agreement, both of which the parties hereto agree may be brought in any court of competent jurisdiction. The parties to this Agreement agree that mailing of process or the transactions contemplated hereby other papers in connection with any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section SECTION 12(a). Nothing ) or in this Agreement will affect the right of any party to serve process in any such other manner as may be permitted by applicable LawLaws, shall be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its New York, regardless of the Laws that might otherwise govern under applicable principles or rules of conflict conflicts of laws thereof, except to the extent such principles or rules would require or permit the application that mandatory provisions of federal law apply. Each of the Laws Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another jurisdiction. Any Action againstthe courts of the State of New York and any appellate court thereof and the United States District Court for the Southern District of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery each of the State of Delaware; provided that if Parties hereby irrevocably and unconditionally (and only aftera) such court determines that it lacks subject matter jurisdiction over agrees not to commence any such Actionaction except in such courts, such Action shall be brought solely and exclusively (b) agrees that any claim in the federal courts respect of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such Action shall be brought action or proceeding in any state court such courts, and (d) waives, to the fullest extent permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in the State of Delaware having subject matter jurisdictionany such courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby Parties to this Agreement irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in any such action or proceeding in the manner provided for notices in Section 12(a). Nothing 8.02 of this Agreement; provided, however, that nothing in this Agreement will shall affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims any claim or causes cause of action (whether at Law, in contract or in tort) that may be hereunder based upon, arise arising out of or relate related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution execution, performance or performance hereof enforcement of this Agreement, shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict of laws regard to the extent conflicts of law principles thereof that would subject such principles or rules would require or permit the application of matter to the Laws of another jurisdiction. Any Action against, All Actions arising under the Laws of the State of New York out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in any federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over any such Actions, they shall be heard and determined exclusively in the Supreme Court of Chancery of the State of Delaware; provided that if New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and only after) such any appellate court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictiontherefrom). Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) mailing of process or other papers in connection with any such Action shall be conclusive and Actions in the manner provided in Section 3.4 or in such other manner as may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by applicable LawLaws, will be valid and sufficient service thereof. Each party of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect aforesaid courts for the purpose of any Action arising under the Laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebybrought by any party hereto, and hereby (ii) irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do soassert, any objection which it may now by way of motion, as a defense, counterclaim or hereafter have to the laying of venue of otherwise, in any Action arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or the transactions contemplated hereby for recognition and enforcement of any judgment in any such court in accordance with the provisions respect of this Section 12(e). Each Agreement and the rights and obligations arising hereunder any claim that it is not personally subject to the jurisdiction of the parties hereby irrevocably waives, to aforesaid courts for any reason other than the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party failure to serve process in any other manner permitted by applicable Lawaccordance with this Section 3.7.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware without giving effect applicable to its principles or rules of conflict of laws contracts executed in and to be performed entirely within that State. Each party hereby agrees and consents to be subject to the extent such principles or rules would require or permit the application jurisdiction of the Laws Court of another Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter jurisdiction. Any Action against, any court of the State of Delaware situated in New Castle County or the United States District Court for the District of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to 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, shall be brought solely action or proceeding by the delivery of such process to such party at the address and exclusively in the manner provided in Section 13 hereof. 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 this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware; provided that Delaware in and for New Castle County or, if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery lacks subject matter jurisdiction, any court of the State of Delaware and the federal courts of situated in New Castle County or the United States located in District Court for the State District of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyDelaware, and hereby further irrevocably and unconditionally waives, waives and agrees not to the fullest extent it may legally and effectively do so, any objection which it may now plead or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This AgreementAny dispute, and all claims or causes of action (whether at Lawdisagreement, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles interpretation or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, claim arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyits enforcement, shall be brought solely and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. Buyer and only after) such court determines that it lacks subject matter Seller hereby irrevocably and unconditionally submit for themselves and their property, to the nonexclusive jurisdiction over any such Action, such Action shall be brought solely of Federal and exclusively in the federal State courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware New York and the federal courts any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the United States located parties hereto hereby irrevocably and unconditionally agree that all claims in the State respect of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties agrees hereto agree that a final judgment (subject to any appeals therefrom) in any such 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 applicable Lawlaw. Each party hereby irrevocably submits to of the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby parties hereto irrevocably and unconditionally 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 Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable Lawlaw, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses including but not limited to court costs incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Jurisdiction. (a) This Agreement, Agreement and all claims or causes of action (whether at Lawin tort, in contract or in tortotherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof 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 construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstIn addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising out hereunder, or for 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 successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each 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 hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought by this Agreement in any state court in other than the State of Delaware having subject matter jurisdictionaforesaid courts. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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 jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.4, (ii) any claim that it or its property is exempt or immune from the 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 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 courtcourt is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby irrevocably and unconditionally consents to hereto agrees that service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any upon such party to serve process in any other manner permitted by applicable Lawsuch action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.7.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Lawany Legal Proceeding arising out of, in contract relating to, or in tort) that may be based uponconnection with this Agreement, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws Law of the State of Delaware without giving effect to its Delaware, regardless of the Law that might otherwise govern under applicable principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application thereof. In any Legal Proceeding between any of the Laws of another jurisdiction. Any Action against, parties arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery any of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts Transactions each of the United States located in parties (i) irrevocably and unconditionally consents and submits to the State exclusive jurisdiction and venue of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware or, if (and only if) the federal courts Court of Chancery of the United States located State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyDelaware, and hereby any appellate courts therefrom, (ii) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any Action arising out of such action, dispute or controversy in any such court or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (iii) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby Transactions in any such court in accordance with other than the provisions of this Section 12(e). Each of the parties hereby aforesaid courts, and (iv) irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally 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 the manner provided for notices accordance with Section 6.13, in Section 12(a). Nothing in this Agreement will affect the right of addition to any party other method to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed construed and enforced interpreted and the rights granted herein governed in accordance with the Laws laws of the State of Delaware without giving effect applicable to its contracts executed in and to be performed within such State, regardless of the laws that might otherwise govern under applicable principles or rules of conflict conflicts of laws laws. The Parties hereby irrevocably submit to the extent such principles or rules would require or permit the application jurisdiction of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal Federal courts of the United States of America located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, solely in respect of any Action arising out the interpretation and enforcement of or relating to the provisions of this Agreement or and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby irrevocably waive, and unconditionally waivesagree not to assert, to as a defense in any action, suit or proceeding for the fullest extent it may legally and effectively do so, any objection which it may now interpretation or hereafter have to the laying of venue enforcement hereof or of any Action arising out of such document, that it is not subject thereto or relating to that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the transactions contemplated parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby in consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in accordance connection with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing 8(c) or in this Agreement will affect the right of any party to serve process in any such other manner as may be permitted by applicable Lawlaw shall be valid and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES IN THIS SECTION 8(g).

Governing Law; Jurisdiction. This Agreement, Agreement (and all claims claims, controversies or causes of action (action, whether at Lawin contract, in contract tort or in tort) otherwise, that may be based upon, arise out of or relate to this Agreement or the negotiation, execution execution, termination, performance or performance hereof nonperformance of this Agreement (including any claim, controversy or cause of action based upon, arising out of or relating to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement)) shall be construedgoverned by, performed and construed and enforced in accordance with with, the Laws laws of the State of Delaware Illinois, without giving effect regard to its principles any choice or rules of conflict of laws to law provision or rule (whether of the extent such principles State of Illinois or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Illinois. Any Action againstEach of the parties hereto irrevocably agrees that all proceedings arising out of or relating to this Agreement 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 arising hereunder brought by the other party hereto or its successors or assigns shall be brought, heard and determined exclusively in any federal or state court sitting in Xxxx County, Illinois. Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in Xxxx County, Illinois for the purpose of any proceeding arising out of or relating to this Agreement or the transactions contemplated herebyrights and obligations arising hereunder brought by any party hereto and (b) irrevocably waives, shall be brought solely and exclusively in the Court agrees not to assert by way of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionmotion, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provideddefense, furthercounterclaim, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionor otherwise, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and proceeding, any claim that it or its property is not subject personally to the jurisdiction of the above-named courts, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this Agreement, the Distribution or any of the other transactions contemplated by this Agreement may not be enforced in other jurisdictions or by suit on any of the judgment or in any other manner provided by applicable Lawabove-named courts. Each party hereby irrevocably submits to the exclusive jurisdiction agrees that service of process upon such courts, party in any such action or Proceeding shall be effective if notice is given in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law14.4.

Governing Law; Jurisdiction. This AgreementTHIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and all claims the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or causes of action (whether at Lawproceeding against the Company or the Reference Entity with respect to obligations, in contract liabilities or in tort) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture, the Guarantee or the negotiation, execution or performance hereof shall Notes may be construed, performed and enforced brought in accordance with the Laws courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement New York or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State Borough of Delaware; providedManhattan, furtherNew York City, that if (New York and, until amounts due and only after) both the Court of Chancery to become due in respect of the State Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any each such legal Action, such Action shall be brought in any state court in the State personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of Delaware having subject matter jurisdictionits properties, assets and revenues. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive Company and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby Reference Entity irrevocably and unconditionally 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 venue of any Action of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement Indenture, the Guarantee or the transactions contemplated Notes brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims interpreted in accordance with, the laws of the State of Delaware, without regard to the conflict of law principles thereof that would call for the application of the laws of any other jurisdiction (except to the extent that mandatory provisions of federal or causes Delaware law govern). Each of action (whether at Law, in contract or in tort) the Parties hereto agrees that may be based upon, arise out of or relate to this Agreement or involves at least U.S. $100,000.00 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the negotiation, execution or performance hereof Parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be construed, performed and enforced in accordance with (i) subject to the Laws jurisdiction of the courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application and of the Laws federal courts sitting in the State of another jurisdictionDelaware, and (ii) subject to service of process in the State of Delaware. Any Action againstThe Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the transactions matters contemplated hereby, hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such any federal or state court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery each of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Parties hereby irrevocably submits consents to the exclusive jurisdiction of such courtscourts (and of the appropriate appellate courts therefrom) in any such suit, in accordance with the foregoing order of priority, in respect of any Action arising out of action or relating to this Agreement or the transactions contemplated hereby, proceeding and hereby irrevocably and unconditionally 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 Action arising out of such suit, action or relating to this Agreement or the transactions contemplated hereby proceeding in any such court or that any such suit, action or proceeding brought in accordance with any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the provisions world, whether within or without the jurisdiction of this Section 12(e)any such court. Each of Without limiting the parties hereby irrevocably waivesforegoing, each Party agrees that, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner on such Party as provided for notices in Section 12(a). Nothing in this Agreement will affect the right 3.4 shall be deemed effective service of any party to serve process in any other manner permitted by applicable Lawon such Party.

Governing Law; Jurisdiction. This Agreement, Letter Agreement and all claims actions, proceedings or causes of action counterclaims (whether at Lawbased on contract, in contract tort or in tortotherwise) that may be based upon, arise arising out of or relate relating to this Letter Agreement or the negotiation, execution or performance hereof shall be construedof this Letter Agreement (including, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles limitation, any actions, proceedings or rules of conflict of laws to the extent such principles counterclaims (whether based on contract, tort or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, otherwise) arising out of or relating to any representation or warranty made in or in connection with this Letter Agreement) shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto agree that all Legal Proceedings (whether in contract or tort) seeking to enforce any provision of, or based on any matter arising out of or relating to, this Letter Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Delaware Court of Chancery of the State of Delaware; provided that or, if (and only after) such court determines that it lacks shall not have jurisdiction, any federal court sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such action, and that any such Action, such Action action arising out of this Letter Agreement shall be brought solely and exclusively in the federal courts deemed to have arisen from a transaction of the United States located business in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits consents to the exclusive jurisdiction of such courts, in accordance with courts (and of the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby appropriate appellate courts therefrom) in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby action and irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum any objection that it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding in any such courtcourt or that any such action brought in any such court has been brought in an inconvenient forum. Each of the parties hereby irrevocably and unconditionally consents to service of process Process in any such action may be served on any party anywhere in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect world, whether within or without the right jurisdiction of any party to serve process in any other manner permitted by applicable Lawsuch court.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Lawlaw, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof hereof, shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement 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 arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery (or a proper Delaware state court if the Court of Chancery does not have subject matter jurisdiction) or the federal courts sitting in the State of Delaware. Any Action againstEach of the parties hereto submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of of, or relating to in connection with, this Agreement or the transactions contemplated hereby, shall be brought solely hereby and exclusively hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment action or in any other manner provided by applicable Lawproceeding. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of court or that any party to serve process such suit, action or proceeding brought in any other manner permitted by applicable Lawsuch court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This AgreementAll questions concerning the construction, validity, enforcement and all claims or causes interpretation of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and construed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of internal laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if , without regard to the principles of conflicts of law. The Investor hereby (and only afteri) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought waives all rights to trial by jury in any state court in the State of Delaware having subject matter jurisdiction. Each action, suit or proceeding brought to resolve any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this Agreement, the transactions contemplated hereby or the relationships established among the parties hereunder; (ii) acknowledges and irrevocably agrees that all actions, proceedings, disputes, matters or claims related to or arising from this Agreement shall be heard and determined strictly in accordance with the terms and procedures set forth in Exhibit A as the sole and exclusive procedure for the resolution of any such action, proceeding, dispute matter or claim; (iii) further agrees not to bring any action, proceeding, dispute matter or claim related to or arising from this Agreement in any court, forum, venue, tribunal or jurisdiction except for such court, forum, venue, tribunal or jurisdiction explicitly provided for in Exhibit A; (iv) no Investor will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against the other party that has initiated in court a putative class action or that is a member of a putative class that has not opted out of the class with respect to any claims encompassed by the putative class action until (i) the class certification is denied, (ii) the class is decertified or (iii) the other party is excluded from the class by the court. Any forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except if stated herein; and (v) agrees that a final judgment (subject to any appeals therefrom) in any such Action proceeding so brought in accordance with the terms and procedures set forth in Exhibit A shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of law or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)at equity. Nothing in this Agreement will Section 6, however, shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw or at equity. The Investor agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and all claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may will be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware Ohio, without giving effect to its principles or rules of conflict of laws regard to the extent such principles or rules would require or permit the application choice of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw provisions thereof. Each of the parties agrees that a final judgment any dispute between the parties will be resolved only in the courts of the State of Ohio or the United States District Court for the Northern District of Ohio and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the Parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or proceeding relating to this Agreement or the transactions contemplated herebyExecutive’s employment by the Company or any Affiliate, or for the recognition and hereby irrevocably and unconditionally waivesenforcement of any judgment in respect thereof (each, a “Proceeding”), to the fullest exclusive jurisdiction of the courts of the State of Ohio, the court of the United States of America for the Northern District of Ohio, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding will be heard and determined in such Ohio State court or, to the extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, will be brought in such courts and waives any objection which it that the Executive or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES TO THE FULLEST EXTENT ALLOWED BY LAW ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Executive’s or the Company’s address as provided for notices in Section 12(a). Nothing 15 hereof, and (e) agrees that nothing in this Agreement will affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Ohio. Should either party initiate any action or proceeding to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, or for a declaration of rights hereunder, the prevailing party in any such dispute shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with such dispute.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionRhode Island. Any Action againstsuit, arising out of action or relating proceeding against the Employee with respect to this Agreement Agreement, or the transactions contemplated herebyany judgment entered by any court in respect of any thereof, shall may be brought solely and exclusively in the Court any court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter competent jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware Rhode Island and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Employee hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with courts for the foregoing order of priority, in respect purpose of any Action arising out of such suit, action, proceeding or relating to this Agreement or the transactions contemplated hereby, and judgment. The Employee hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection objections which it he may now or hereafter have to the laying of the venue of any Action suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Rhode Island and hereby further irrevocably waives any claim that any such suit, action or the transactions contemplated hereby proceeding brought in any such court has been brought in accordance with the provisions of this Section 12(e)any inconvenient forum. Each of the parties hereby irrevocably waivesNo suit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding against the Company with respect to this Agreement may be brought in any such court. Each , domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the parties State of Rhode Island, and the Employee hereby irrevocably and unconditionally consents waives any right which he may otherwise have had to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process bring such an action in any other manner permitted court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Employee irrevocably waives his right to trial by applicable Lawjury with regard to any suit, action, or proceeding with respect to this Agreement; provided, however, that if such waiver of the right to jury trial shall be held unenforceable, the invalidity or unenforceability of this provision shall not impair the validity or enforceability of any other provision of this Agreement.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware New York, without giving effect regard to its principles or rules such state’s choice of conflict of laws to the extent such principles or rules law provisions which would require or permit the application of the Laws law of another any other jurisdiction, except where preempted by the Bankruptcy Code. Any Action againstBy its execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, may be brought in the United States District Court for the Southern District of New York, and by executing and delivering this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Bankruptcy Court solely for purposes of any action, suit, proceeding, or other contested matter arising out of or relating to this Agreement Agreement, or the transactions contemplated hereby, shall be brought solely and exclusively in the Court for recognition or enforcement of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) rendered or order entered in any such Action shall be conclusive and may be enforced in action, suit, proceeding, or other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawcontested matter.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Lawin contract, in contract tort or in tortotherwise) that may be based upon, arise out of or relate relating to this Agreement or the negotiation, execution or performance hereof of this Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York, without giving effect respect to its applicable principles or rules of conflict conflicts of laws to the extent such principles or rules would that might require or permit the application of the Laws laws of another jurisdiction, except for that matters arising out of or relating to the cancellation or contribution (as applicable) of the Rollover Shares contemplated by this Agreement shall be interpreted, constructed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the Parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands. Any Action againstEach of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of the state courts of the State of New York sitting in the Borough of Manhattan (“New York Courts”) in any action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, all claims in respect of any Action arising out of or relating to this Agreement or such action shall be heard and determined in the transactions contemplated herebyNew York Courts, and hereby irrevocably and unconditionally (ii) 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 Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions negotiation, execution or performance of this Section 12(e). Each Agreement in the New York Courts, including any objection based on its place of the parties hereby irrevocably incorporation or domicile, (iii) waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt and (iv) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereby irrevocably Parties consents and unconditionally consents to agrees that service of process process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed in accordance with Section 5.19 at the manner provided for notices in Section 12(a). Nothing in this Agreement will affect applicable address set forth on the right of any party to serve process signature pages hereto or in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement will be governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect regard to the conflict of law principles thereof. Each of the Parties irrevocably agrees that any Proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in federal court (or, if such court does not have subject matter jurisdiction, state court) sitting in the City and County of New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its principles property, generally and unconditionally, with regard to any such Proceeding arising out of or rules of conflict of laws relating to this Agreement and the extent such principles or rules would require or permit the application transactions contemplated hereby. Each of the Laws Parties agrees not to commence any Action relating thereto except in the courts described above in the City and County of another jurisdictionNew York, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Any Action againstEach 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 arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in (a) any claim that it is not personally subject to the Court of Chancery jurisdiction of the State courts described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of Delaware; provided that if (and only after) any such court determines that it lacks subject matter jurisdiction over or from any legal process commenced in such Actioncourts (whether through service of notice, such Action shall be brought solely and exclusively attachment prior to judgment, attachment in the federal courts aid of the United States located in the State execution of Delaware; providedjudgment, further, that if (and only after) both the Court execution of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to otherwise) or (c) that (i) the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court is brought in accordance an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The Parties acknowledge and agree that the transactions contemplated by this Agreement are not transactions pursuant to which Buyer shall have any obligations under the Transfer of Undertakings (Protection of Employment) Regulations 2006. [***] Certain information in this document has been omitted and filed separately with the provisions of this Section 12(e)Securities and Exchange Commission. Each of the parties hereby irrevocably waives, Confidential Treatment has been requested with respect to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawomitted portions.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations thus created between the parties hereto (including, and all claims or causes of action (whether at Lawwithout limitation, in contract or in tort) that may be based upon, arise any dispute arising out of or relate related to this Agreement or the negotiation, execution or performance hereof Agreement) shall be construed, performed governed by and enforced construed under and in accordance with the Laws internal laws of the State of Delaware New York without giving effect reference to its principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionlaws. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall such dispute will be brought solely heard and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such determined before an appropriate federal court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; providedNew York in New York County, furtheror, that if (not maintainable therein, then in an appropriate New York state court located in New York County, and only after) both each party hereto submits itself and its property to the Court of Chancery non-exclusive jurisdiction of the State of Delaware foregoing courts with respect to such disputes. The parties hereto acknowledge and the federal courts of the United States located agree that this Agreement was executed and delivered in the State of Delaware determine New York, that they lack subject matter jurisdiction over any such legal Actionthe Company is headquartered in New York City and that, such Action in the course of performing duties hereunder for the Company, Executive shall be brought in any state court have multiple contacts with the business and operations of the Company, as well as other businesses and operations in the State of Delaware having subject matter jurisdiction. Each New York, and that for those and other reasons this Agreement and the undertakings of the parties agrees that hereunder bear a final judgment (subject reasonable relation to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawState of New York. Each party hereby irrevocably submits hereto: (i) agrees that service of process may be made by mailing a copy of any relevant document to the exclusive jurisdiction address of such courtsthe party set forth above, in accordance with (ii) waives to the foregoing order fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of priority, in respect of inconvenient forum or otherwise as regards any Action dispute between the parties hereto arising out of or relating related to this Agreement or the transactions contemplated herebyAgreement, and hereby irrevocably and unconditionally waives, (iii) waives to the fullest extent it may legally and effectively do so, permitted by law any objection which it may now or hereafter have to the laying of venue of in the courts referred to above as regards any Action dispute between the parties hereto arising out of or relating related to this Agreement and (iv) agrees that a judgment or the transactions contemplated hereby order of any court referred to above in connection with any such court in accordance with the provisions of this Section 12(e). Each of dispute between the parties hereby irrevocably waives, hereto arising out of or related to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably this Agreement is conclusive and unconditionally consents to service of process binding on it and may be enforced against it in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right courts of any party to serve process in any other manner permitted by applicable Lawjurisdiction.

Governing Law; Jurisdiction. This Agreement, the rights and all obligations of the parties hereto, and any claims or causes disputes relating thereto, shall be governed by and construed in accordance with the laws of action the State of South Dakota (whether at Lawwithout regard to its choice of law provisions). Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of South Dakota or the United States District Court for the District of South Dakota and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in contract or in tort) that may be based upon, arise out of or relate any proceeding relating to this Agreement or the negotiationEmployee's employment by the Company or any affiliate, execution or performance hereof shall be construedfor the recognition and enforcement of any judgment in respect thereof (a "Proceeding"), performed and enforced in accordance with to the Laws exclusive jurisdiction of the courts of the State of Delaware without giving effect to its principles or rules South Dakota, the court of conflict the United States of laws America for the District of South Dakota, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such South Dakota State court or, to the extent permitted by law, in such principles federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or rules would require the Company may now or permit thereafter have to the application venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the Laws of another jurisdiction. Any Action againstsame, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in Employee's employment by the Court of Chancery Company or any affiliate of the State of Delaware; provided that if Company, or the Employee's or the Company's performance under, or the enforcement of, this Agreement, (and only afterd) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Employee's or the Company's address as provided for notices in Section 12(a). Nothing 14 hereof, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of South Dakota.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or causes of action (whether at Lawin contract, in contract tort or in tortotherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof 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 as an inducement to enter into this Agreement) shall be construed, performed governed and enforced construed in accordance with the internal Laws of the State of Delaware applicable to contracts made and wholly performed within the State of Delaware, without regard to any applicable conflicts of law principles that would result in the application of the Laws of any other jurisdiction, except to the extent that mandatory provisions of the VSCA govern; provided that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, or any dispute arising out of or relating in any way to the Transaction Financing, the Commitment Letter, the performance thereof or the transactions contemplated thereby shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect New York. The parties hereto agree that any suit, action or proceeding seeking to its principles enforce any provision of, or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Chancery Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States located District Court sitting in New Castle County in the State of Delaware determine that they lack subject matter jurisdiction over any such legal ActionDelaware, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits consents to the exclusive jurisdiction of such courtscourts (and of the appropriate appellate courts therefrom) in any such suit, in accordance with the foregoing order of priority, in respect of any Action arising out of action or relating to this Agreement or the transactions contemplated hereby, proceeding and hereby irrevocably and unconditionally 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 Action arising out of such suit, action or relating to this Agreement or the transactions contemplated hereby proceeding in any such court or that any such suit, action or proceeding brought in accordance with any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the provisions 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 9.2 shall be deemed effective service of process on such party. Notwithstanding anything herein to the contrary, each party to this Section 12(e). Each Agreement acknowledges and irrevocably agrees that any action or proceeding, whether in contract or tort, at law or in equity or otherwise, against any Financing Source arising out of, or relating to, the transactions contemplated by this Agreement (including the Transaction Financing) shall be subject to the exclusive jurisdiction of the parties hereby irrevocably waivesSupreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the Borough of Manhattan (and the appellate courts thereof) and each party to this Agreement submits for itself and its property with respect to any such action or proceeding to the fullest extent permitted by applicable Law, the defense exclusive jurisdiction of an inconvenient forum such court and agrees not to the maintenance of bring any such action or proceeding in any such other court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(aEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER IN CONTRACT OR TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM INVOLVING ANY FINANCING SOURCE AND THEIR RESPECTIVE NONPARTY AFFILIATES). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Issuers and all claims the Guarantors agree that any suit, action or causes of action (whether at Law, in contract proceeding against the Issuers or in tort) that may be based upon, arise out of or relate to this Agreement any Guarantor brought by any Holder or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, Trustee arising out of or relating to based upon this Agreement Indenture, the Guarantee or the transactions contemplated hereby, shall Notes may be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought instituted in any state or Federal court in the State Borough of Delaware having subject matter jurisdiction. Each Manhattan, New York, New York, and any appellate court from any thereof, and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby them irrevocably submits to the non-exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby courts in any such court in accordance with suit, action or proceeding. The Issuers and the provisions of this Section 12(e). Each of the parties hereby Guarantors irrevocably waiveswaive, to the fullest extent permitted by applicable Lawlaw, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the defense Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of an inconvenient forum to the maintenance United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuers and the Guarantors agree that final judgment in any such court. Each of suit, action or proceeding brought in such court shall be conclusive and binding upon the parties hereby irrevocably Issuers or the Guarantors, as the case may be, and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process may be enforced in any other manner permitted court to the jurisdiction of which the Issuers or the Guarantors, as the case may be, are subject by applicable Lawa suit upon such judgment.

Governing Law; Jurisdiction. This Agreement, letter agreement and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof schedules hereto shall be construed, performed governed and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect regard to its any applicable conflicts of law principles or rules of conflict of laws to the extent such principles or rules that would require or permit cause the application of the Laws laws of another any other jurisdiction. Any Action against, All actions arising out of or relating to this Agreement or the transactions contemplated hereby, letter agreement shall be brought solely heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of the City of New York, provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in the New York State Supreme Court of Chancery of the State of Delaware; provided that if (Commercial Division in and only after) such court determines that it lacks subject matter jurisdiction over any such Actionfor New York County, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionNew York. Each of the parties agrees that a final judgment hereto hereby (subject to any appeals therefroma) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of such courts, in accordance with any of the foregoing order of priority, in respect above-named courts for the purpose of any Action action arising under the laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebyletter agreement brought by any party hereto and (b) irrevocably waives, and hereby irrevocably agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this letter agreement and unconditionally waivesthe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the fullest extent jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 8, (ii) any claim that it may legally and effectively do so, any objection which it may now or hereafter have to its property is exempt or immune from the laying jurisdiction of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court or from any legal process commenced in accordance with the provisions such courts (whether through service of this Section 12(e). Each notice, attachment prior to judgment, attachment in aid of the parties hereby irrevocably waivesexecution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the defense of action in such court is brought in an inconvenient forum to forum, (B) the maintenance venue of such action is improper or proceeding (C) this letter agreement, or the subject matter hereof, may not be enforced in any or by such courtcourts. Each of the parties hereby irrevocably and unconditionally consents to service hereto agrees that mailing of process or other papers in connection with any such action in the manner provided for notices herein or in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any such other manner as may be permitted by applicable LawLaws, will be valid and sufficient service thereof.

Governing Law; Jurisdiction. This AgreementAny dispute, and all claims or causes of action (whether at Lawdisagreement, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles interpretation or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, claim arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyits enforcement, shall be brought solely and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. Sellers and only after) such court determines that it lacks subject matter Purchaser hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive jurisdiction over any such Action, such Action shall be brought solely of the Supreme Court of the State of New York sitting in New York County and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the District Court of Chancery the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Lawlaw. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned by, performed construed under, and enforced in accordance with the Laws of the State of Delaware Delaware, without giving effect to its principles any choice or rules of conflict of laws to law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of any jurisdiction other than the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionto the extent a claim is brought under the Debt Commitment Letters, such Action shall be brought solely and exclusively in the federal courts Laws of the United States located in the State of Delaware; providedNew York shall apply (but, furtherfor the avoidance of doubt, that if (and only after) both the Court of Chancery Laws of the State of Delaware shall apply in all cases with respect to the definition, interpretation of the meaning and application of Company Material Adverse Effect (or other similar event) and whether a Company Material Adverse Effect has occurred). In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the federal courts rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the United States located rights and obligations arising hereunder brought by any other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware determine that they lack subject matter (or, if the Delaware Court of Chancery declines to accept jurisdiction over any such legal Actiona particular matter, such Action shall be brought in any state or federal court in within the State of Delaware having subject matter jurisdiction. Each of Delaware) (collectively, the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e“Chosen Courts”). Each of the parties hereto hereby irrevocably waives, submits with regard to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any such action or proceeding 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 Agreement or any of the transactions contemplated by this Agreement in any such courtcourt other than the aforesaid courts. Each of Notwithstanding anything else in this Section 9.4 or elsewhere in this Agreement, the parties hereby irrevocably and unconditionally consents to service of process hereto agree that New York State or United States federal courts sitting in the manner provided for notices borough of Manhattan, New York City (and any New York State or United States Federal court from which appeal therefrom may validly be taken) shall have exclusive jurisdiction over the parties in and over any such Action, arbitration, claim or proceeding brought against any financing source under the Debt Commitment Letters (including each Lender) or any of their respective Affiliates in connection with this Agreement, any Debt Commitment Letters or the transactions contemplated hereby or thereby, or the failure of such transactions to be consummated, and nothing in this Section 12(a). Nothing 9.4 or elsewhere in this Agreement will affect the right of any party shall be construed to serve process in any other manner permitted by applicable Lawprovide otherwise.

Governing Law; Jurisdiction. This Agreement and any claim, dispute, remedy or Proceeding arising from or relating to this Agreement, the transactions contemplated hereby, any relief or remedies sought by any parties hereto, and all claims or causes the rights and obligations of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof parties hereunder shall be construed, performed governed by and construed and enforced in accordance with the Laws substantive laws of the State of Delaware, without regard to the conflicts of law provisions thereof that would cause the laws of any other jurisdiction to apply. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application Federal Courts of the Laws United States of another jurisdiction. Any Action againstAmerica, in each case, located in the State of Delaware for any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that against it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally consents waives any objection to service the laying of process venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect courts of the right State of any party Delaware, and hereby further irrevocably and unconditionally waives and agrees not to serve process plead or claim in any other manner permitted by applicable Lawsuch court that any such Proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This AgreementTHIS LIMITED GUARANTY, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring, maintain and all claims defend any such action or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and proceeding exclusively in the Court of Chancery of the State of Delaware; provided that , or if (and but only after) if such court determines that it lacks Court does not have subject matter jurisdiction over any such Actionjurisdiction, such Action shall be brought solely and exclusively in the state or federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware (as just described, the “Chosen Courts”), and the federal courts of the United States located solely in the State of Delaware determine that they lack subject matter jurisdiction over any connection with such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment actions or proceedings: (subject to any appeals therefromi) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, Chosen Courts; (ii) waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Chosen Courts; (iii) waives any such court. Each objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; (iv) waives any objection that the venue of the parties hereby irrevocably action, suit or proceeding is improper or that this Limited Guaranty may not be enforced in or by the Chosen Courts; and unconditionally consents to (v) agrees that service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any upon such party to serve process in any such action or proceeding shall be effective if effected pursuant to the Laws of the State of Delaware or in accordance with Section 6 of this Limited Guaranty (other manner permitted than by applicable Lawfacsimile transmission).

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect to its principles or rules of conflict of laws (except to the extent such principles or rules would require or permit the application that mandatory provisions of federal law are applicable). Each of the Laws Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction in the Court of another Chancery of the State of Delaware or any court of the United States located in the State of Delaware, for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the 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 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 10.7, 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 Litigation in any such court is brought in an inconvenient forum, that the venue of such Litigation 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 applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Any Action againstEach of the Parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws laws of the State of Delaware Delaware, without giving effect to its principles or rules of conflict of laws regard to the extent such principles or rules would require or permit the application laws that might be applicable under conflicts of law principles. Each of the Laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another jurisdiction. Any Action againstany Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each each of the parties hereby irrevocably and unconditionally (i) agrees that a final judgment (subject not to any appeals therefrom) in commence any such Action shall be conclusive and may be enforced action or proceeding except in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, (ii) agrees that any claim in respect of any Action arising out of such action or relating proceeding may be heard and determined in such Delaware State court or, to this Agreement or the transactions contemplated herebyextent permitted by law, and hereby irrevocably and unconditionally in such Federal court, (iii) 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 Action arising out of such action or relating to this Agreement or the transactions contemplated hereby proceeding in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereby hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This AgreementTHIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company and all claims the Guarantors agree that any suit, action or causes of action (whether at Law, in contract proceeding against the Company or in tort) that may be based upon, arise out of or relate to this Agreement any Guarantor brought by any Holder or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, Trustee arising out of or relating to based upon this Agreement Indenture, the Guarantees or the transactions contemplated hereby, shall Notes may be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought instituted in any state or Federal court in the State Borough of Delaware having subject matter jurisdiction. Each Manhattan, New York, New York, and any appellate court from any thereof, and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby them irrevocably submits to the non-exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby courts in any such court in accordance with suit, action or proceeding. The Company and the provisions of this Section 12(e). Each of the parties hereby Guarantors irrevocably waiveswaive, to the fullest extent permitted by applicable Lawlaw, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the defense Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of an inconvenient forum to the maintenance United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Guarantors agree that final judgment in any such court. Each of suit, action or proceeding brought in such court shall be conclusive and binding upon the parties hereby irrevocably Company or the Guarantors, as the case may be, and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process may be enforced in any other manner permitted court to the jurisdiction of which the Company or the Guarantors, as the case may be, are subject by applicable Lawa suit upon such judgment.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned, performed construed and enforced in accordance with the Laws of the State of Delaware without giving effect to its the principles or rules of conflict conflicts of laws law thereof, except to the extent such principles or rules would require or permit that the application provisions of the Laws CBCA or CCAA necessarily apply with respect to the consummation of another jurisdictionthe Merger or the Second Merger under Colorado law and similar matters. Any Action againstEach of the parties hereto hereby agrees that any claim, suit, action or other proceeding, directly or indirectly, arising out of of, under or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and exclusively determined in the Chancery Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware (and the federal courts of the United States located in the State of Delaware determine each agrees that they lack subject matter jurisdiction over any no such legal Actionclaim, such Action action, suit or other proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such court), and the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any such court in any state court in such claim, suit, action or other proceeding and irrevocably and unconditionally waive the State defense of Delaware having subject matter jurisdictionan inconvenient forum to the maintenance of any such claim, suit, action or other proceeding. Each of the parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 8.4 shall be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final final, non-appealable judgment (subject to any appeals therefrom) in any such Action claim, suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its New York, regardless of the Laws that might otherwise govern under applicable principles or rules of conflict conflicts of laws thereof, except to the extent such principles or rules would require or permit the application that mandatory provisions of federal law apply. Each of the Laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another jurisdiction. Any Action againstthe courts of the State of New York and any appellate court thereof and the United States District Court for the Southern District of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery each of the State of Delaware; provided that if parties hereby irrevocably and unconditionally (and only afteri) such court determines that it lacks subject matter jurisdiction over agrees not to commence any such Actionaction except in such courts, such Action shall be brought solely and exclusively (ii) agrees that any claim in the federal courts respect of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such courts, (ii) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such Action shall be brought action or proceeding in any state court such courts, and (iv) waives, to the fullest extent permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in the State of Delaware having subject matter jurisdictionany such courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such 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 applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby to this Agreement irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in any such action or proceeding in the manner provided for notices in Section 12(a). Nothing 9 of this Agreement; provided, however, that nothing in this Agreement will shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate its effect are subject to this Agreement or the negotiation, execution or performance hereof and shall be construed, performed construed and enforced in accordance with the Laws law of the State of Delaware New York, without giving effect regard to its principles conflicts of laws, except as to (a) any issue which depends upon access or rules of conflict of laws usage rights, obligations or restrictions with respect to the extent such principles or rules would require or permit databases used in the application performance of the Laws Collaboration Activities, which issue shall be determined in accordance with the laws specified in the agreements giving rise to Amgen (or its Affiliate’s) right to use such databases, and (b) any issue which depends upon the validity, scope or enforceability of another jurisdictionany Patent Right, which issue shall be determined in accordance with the laws of the country in which such patent was issued. Any Action against, Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York for any matter arising out of or relating to this Agreement or and the transactions contemplated hereby, shall be brought solely and exclusively agrees not to commence any litigation relating thereto except in such courts. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any matter arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery courts of the State of Delaware; provided that if (New York and only after) hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state such court has been brought in the State of Delaware having subject matter jurisdictionan inconvenient forum. Each of the parties agrees The Parties agree that a final judgment (subject to any appeals therefrom) in any such Action matter shall be conclusive and may be enforced in other jurisdictions by suit suits on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to Any proceeding brought by either Party under this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally 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 Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process shall be exclusively conducted in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawEnglish language.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned by, performed enforced under and enforced construed in accordance with the Laws laws of the State of Delaware applicable to Contracts made and to be performed entirely within the State of Delaware, without giving effect to its principles any choice or rules of conflict of laws law provision or rule thereof. Except as provided in Section 1.4(c), each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws courts of another jurisdiction. Any Action againstthe State of New York or the United States District Court for the Southern District of New York for any litigation, proceeding or action arising out of or relating to this Agreement or and the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if hereby (and only after) agrees not to commence any litigation, proceeding or action relating thereto except in such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictioncourts). Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and Parties hereto hereby irrevocably and unconditionally 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 Action litigation, proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States District Court for the Southern District of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such litigation, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such proceeding or action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. Each of the parties Party hereto hereby irrevocably and unconditionally consents to process being served in any such litigation, proceeding or action by the mailing of a copy thereof to the address set forth in Section 10.3 hereof below its name and agrees that such service upon receipt shall constitute good and sufficient service of process in the manner provided for notices in Section 12(a)or notice thereof. Nothing in this Agreement will paragraph shall affect the or eliminate any right of any party to serve process in any other manner permitted contemplated by applicable Law.