Common use of Specific Performance; Jurisdiction Clause in Contracts

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties Each party hereto agree agrees that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any Federal court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located sitting in the State of Delaware Delaware, (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement or any Transaction and (ivv) consents to service being made through the notice procedures set forth in Section 9.24.03. Each of the Company, Parent and Merger Sub hereby appoints Parent as its authorized agent (the “Authorized Agent”), upon whom process may be served to enforce this Agreement in any action, suit or proceeding that may be instituted in any court described in this Section 4.08. Parent agrees to take any and all action, including the filing of any and all documents, that may be necessary to establish and continue such appointment in full force and effect as aforesaid. Parent agrees that service of any processprocess upon the Authorized Agent shall be, summonsin every respect, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyupon Parent.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were is not performed in accordance with their specific the terms hereof or were otherwise breached (or any breached. Accordingly, each party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches specific performance of this Agreement and to enforce specifically the terms hereof and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being injunctive and other equitable in addition to any other remedy to which they are entitled at law or in equity. Each The parties agree that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.11. The parties hereto irrevocably waives agree that any defenses Proceeding seeking to enforce any provision of, or based on adequacy any matter arising out of any other remedy, whether at law or in equityconnection with, that might be asserted as a bar to this Agreement or the remedy of specific performance of transactions contemplated hereby (whether brought by any party or any of the terms its Affiliates or provisions hereof or injunctive relief in against any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court of the United States shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any party anywhere in the event any dispute arises out world, whether within or without the jurisdiction of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Without limiting the foregoing, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and Merger Sub hereby each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 9.2 5.01 (except for notice by e-mail) shall be deemed effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyon such party.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Shareholder and Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions (within the meaning of the Separation Agreement), that the parties hereto Transactions (within the meaning of the Separation Agreement) are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.3 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties 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 any Party 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 (i) 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 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 11.3, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties Each party hereto agree agrees that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any Federal court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located sitting in the State of Delaware Delaware, (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement or any Transaction and (ivv) consents to service being made through the notice procedures set forth in Section 9.24.04. Each of the Company, Parent and Merger Sub hereby appoints Parent as its authorized agent (the “Authorized Agent”), upon whom process may be served to enforce this Agreement in any action, suit or proceeding that may be instituted in any court described in this Section 4.09. Parent agrees to take any and all action, including the filing of any and all documents, that may be necessary to establish and continue such appointment in full force and effect as aforesaid. Parent agrees that service of any processprocess upon the Authorized Agent shall be, summonsin every respect, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyupon Parent.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.05 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably and unconditionally 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 and any state appellate court therefrom within the State of Delaware (i) 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 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions Transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 8.05, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.24.4. Each of the Company, Parent and Merger Sub parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 4.4 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.28.01. Each of the Company, Parent and Merger Sub parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 8.01 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Agreement, without proof of actual damages, in the Court of Chancery of the State of Delaware (the “Chancery Court”) or, if under applicable law exclusive the Chancery Court lacks subject matter jurisdiction over such matter is vested or declines jurisdiction, in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Chancery Court of or, if the Chancery of the State of Delaware Court lacks subject matter jurisdiction or declines jurisdiction, any federal court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Chancery Court of Chancery of the State of Delaware or, if under applicable law exclusive the Chancery Court lacks subject matter jurisdiction over such matter is vested in the or declines jurisdiction, a federal courts, any court of the United States located sitting in the State of Delaware Delaware, and (ivd) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of process upon such party in any process, summons, notice such action or document by U.S. registered mail to the respective addresses set forth in Section 9.2 proceeding shall be effective service of process for any Proceeding if given in connection accordance with this Agreement Section 8.7 or the transactions contemplated herebyin such other manner as may be permitted by applicable Law.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Xxxxxxx, NetScout and Newco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in the event of a breach or threatened breach of this Agreement, the other parties hereto accordance with its terms) shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.3 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties (iincluding NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) 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 any Party 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 (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 11.3, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties Each party hereto agree agrees that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any Federal court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located sitting in the State of Delaware Delaware, (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement or any Transaction and (ivv) consents to service being made through the notice procedures set forth in Section 9.24.05. Each Parent hereby appoints U.S. Parent as its authorized agent (the “Authorized Agent”), upon whom process may be served to enforce this Agreement in any action, suit or proceeding that may be instituted in any court described in this Section 4.10. Parent agrees to take any and all action, including the filing of the Companyany and all documents, that may be necessary to establish and continue such appointment in full force and effect as aforesaid. Parent and Merger Sub hereby agrees that service of any processprocess upon the Authorized Agent shall be, summonsin every respect, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyupon Parent.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties understand and agree that (a) the covenants and agreements on each of their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, (b) the Transactions are a unique business opportunity at a unique time for each of Trident and Patriot and their respective Affiliates, (c) irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms terms, (d) although monetary damages may be available for the breach of such covenants and agreements including pursuant to Section 8.02(e) and Section 8.02(f), such monetary damages are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement, would be an inadequate remedy therefor and shall not be construed to diminish or were otherwise breached impair in any respect any party’s right to specific performance and (or any party hereto threatens such a breach)e) the right of specific performance is an integral part of the transactions contemplated by this Agreement and without that right none of the parties would have entered into this Agreement. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in any New York State or federal court sitting in the Court Borough of Chancery Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court New York). Each of the United States located Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in the State of Delaware, connection with or as a condition to obtaining any remedy referred to in this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably Section 8.05 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably and unconditionally 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 any New York State or federal court sitting in the Xxxxxxx xx Xxxxxxxxx in The City of New York (i) or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of New York). Each of the Parties 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions Transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 8.05, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties further agree that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.04 and each party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties 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 and any state appellate court therefrom within the State of Delaware (i) 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 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 11.04, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is The Parties accordingly agreed agree that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located New Castle County in the State of Delaware, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located New Castle County in the State of Delaware (and, with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District of Delaware) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located New Castle County in the State of Delaware (or, with respect to with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District of Delaware) and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 9.29. Each of the Company, Parent and Merger Sub party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 9 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or any federal court of the United States located in within the State of Delaware Delaware) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (whether brought by the parties hereto or any other Person), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) except as provided in the last sentence of this Section 9.10(a), agrees that it will not bring any action or proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state court within the State of Delaware) or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2Delaware. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees that service not to assert, by way of motion, as a defense, counterclaim or otherwise, in any process, summons, notice action or document by U.S. registered mail proceeding with respect to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or any of the transactions contemplated herebyby this Agreement, (a) any claim that it or its property is exempt or immune from jurisdiction of the aforesaid courts 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 (b) to the fullest extent permitted by the applicable Laws, any claim that (i) the 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 mater hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, Parent agrees that if the Company or any other Person obtains against Parent a judgment of a Delaware state or federal court relating to this Agreement or any of the transactions contemplated by this Agreement, the Company or such Person, respectively, may bring an action with respect to the recognition and enforcement thereof in a court in Korea, and Parent irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, any contention that such judgment of a Delaware state or federal court may not be recognized and/or enforced in whole or in part.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Fox, Ainge and Newco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties (including Ainge for so long as the Merger Agreement has not been terminated in the event of a breach or threatened breach of this Agreement, the other parties hereto accordance with its terms) shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties (including Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) further agrees that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.4 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties (iincluding Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) 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 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 (including Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties (including Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 9.4; (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise); and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that: (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum; (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper; or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.. Section 7.14

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Shareholders and Merger Sub Strike hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware or in any Delaware state court, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, solely for the purpose of the transactions contemplated by this Agreement, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any a Federal or state court of the United States located sitting in the State of Delaware and (iv) consents to service being made through the 50 44 notice procedures set forth in Section 9.2. Each Solely for the purpose of the Companytransactions contemplated by this Agreement, each of Parent and Merger Sub hereby agrees that service of any processPurchaser hereto irrevocably designates and appoints The Corporation Trust Company at Corporation Trust Center, summons1209 Xxxxxx Xxxxxx, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective Xxxxxxxxxx, Xxxxxxxx 00000 xx its duly appointed agent for service of process in the State of Delaware, for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision (a) The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Subsidiaries to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of the Parties and their respective Subsidiaries, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. The Parties understand and agree that the right of specific performance is an integral part of the Transactions and, without that right, none of the Parties would have entered into this Agreement. It is accordingly agreed that, in addition to any other remedy that in may be available to it at Law or equity, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to seek an injunction or injunctions to prevent actual or threatened breaches of any of the terms, conditions or provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2). Each of the Company, Parent and Merger Sub hereby Parties further agrees that service of any process, summons, notice or document by U.S. registered mail no Party to the respective addresses set forth in Section 9.2 this Agreement shall be effective service of process for required to obtain, furnish or post any Proceeding bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Agreement Section 11.05 and each Party waives any objection to the imposition of such relief or any right it may have to require the transactions contemplated herebyobtaining, furnishing or posting of any such bond or similar instrument.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent threatened, actual or continuing breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Agreement, in each case without the need to prove actual damages or that monetary damages would be insufficient and without the necessity of posting bond or other security, in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the state or federal courts, any court of the United States courts located in the County of New York, State of DelawareNew York, this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware aforesaid courts in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the state or federal courts, any court of the United States courts located in the County of New York, State of Delaware New York and (ivd) consents to service being made through the notice procedures set forth in Section 9.23.5. Each of the Company, Parent Stockholder and Merger Sub Tiberius hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 3.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, CLAIM, ACTION OR LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery courts of the State of Delaware New York located in New York County or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareNew York City, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery courts of the County and State of Delaware New York or any court of the United States located in the State of Delaware New York City in the event any dispute arises out of the interpretation and enforcement of the provisions of this Agreement or any of the transactions contemplated by this Agreement, (ii) hereby waives and agrees 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 will is not attempt to deny subject thereto or defeat that such personal jurisdiction by motion action, suit or other request for leave from 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 courtdocument may not be enforced in or by such courts, and (iii) irrevocably agrees that it will not bring any action or proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery courts of the State of Delaware New York or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyNew York City.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.4. Each of the Company, Parent Stockholders and Merger Sub Seller hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.4 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of contained in this Agreement were not performed in accordance with their its specific terms or were was otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement thereof in the Chancery Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives agrees that it will not seek and will agree to waive any defenses based on adequacy requirement for the securing or posting of any a bond in connection with the other remedy, whether at law party’s seeking or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or obtaining such injunctive relief in any action brought therefor by any other party heretorelief. In addition, each of the parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Chancery Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) 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 (iiic) 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 Chancery Court of the State of Delaware. In the event it is determined that the Chancery Court of the State of Delaware ordoes not have jurisdiction with respect to any dispute arising out of this Agreement or the transactions contemplated, if under applicable law exclusive jurisdiction over such matter is vested all reference in this Section 11.11 to the federal courts, any court Chancery Court of the United States State of Delaware shall be deemed to include any other court located in the State of Delaware and (iv) consents solely with respect to service being made through such claim. Any suit, action or proceeding brought by the notice procedures set forth in Majority Shareholder pursuant to Section 9.2. Each 11.05, to enforce any provision of, or based on any matter arising out of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyAgreement, must comply with this Section 11.11.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties further agree that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining Table of Contents any remedy referred to in this Section 11.04 and each party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties 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 and any state appellate court therefrom within the State of Delaware (i) 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 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 11.04, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Seller hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware or in any Delaware state court, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, solely for the purpose of the transactions contemplated by this Agreement, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any a Federal or state court of the United States located sitting in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each Solely for the purpose of the Companytransactions contemplated by this Agreement, each of Parent and Merger Sub hereby agrees that service of any processPurchaser hereto irrevocably designates and appoints The Corporation Trust Company at Corporation Trust Center, summons0000 Xxxxxx Xxxxxx, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective Xxxxxxxxxx, Xxxxxxxx 00000 as its duly appointed agent for service of process in the State of Delaware, for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Seller hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding The rights and remedies of the parties shall be cumulative with and not exclusive of any other provision of this Agreement, the parties hereto remedy conferred hereby. The Parties agree that irreparable damage would occur, damages occur and that the parties would be difficult to determine and would be an insufficient remedy and no other not have any adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Agreement, including such FPAC Shareholder’s obligations to vote its FPAC Shares as provided in the Court of Chancery of the State of Delaware orthis Agreement, if under applicable law exclusive jurisdiction over such matter is vested in the any state or federal courts, any court of the United States located in New York County, New York without proof of actual damages or the State inadequacy of Delaware, this being in addition to any other monetary damages as a remedy to which they are entitled at law or in equity. Each (and each party hereto irrevocably hereby waives any defenses based on adequacy requirement for the securing or posting of any other bond in connection with such remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto). In addition, each of the parties hereto Parties (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware state or federal courts located in New York County, New York (or any court of the United States located in the State of Delaware which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any other state or federal court other than the Court of Chancery of the State of Delaware orlocated in New York County, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, New York (or any court of the United States located in the State of Delaware which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent FPAC Shareholder and Merger Sub he GB Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision The parties acknowledge that, in view of this Agreementthe uniqueness of the Business and the Transactions, the parties hereto agree that irreparable damage each party would occur, damages would be difficult to determine and would be not have an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case Law for money damages in the event that any this Agreement has not been performed in accordance with its terms, and therefore agrees that the other parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled at Law or in equity. The Company, on the one hand, and the Acquiror, on the other hand, hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or the Acquiror, on the other hand, and to specifically enforce the terms and provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach to prevent breaches or threatened breach breaches of, or to enforce compliance with, the covenants and obligations of each party under this Agreement, the other parties hereto shall be entitled to . Any party seeking an injunction or injunctions other Order to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over connection with any such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law injunction or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretoOrder. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.28.3. Each of the Company, Parent Company and Merger Sub the Acquiror hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 8.3 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties understand and agree that (a) the covenants and agreements on each of their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, (b) the Transactions are a unique business opportunity at a unique time for each of Trident and Patriot and their respective Affiliates, (c) irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms terms, (d) although monetary damages may be available for the breach of such covenants and agreements including pursuant to Section 8.02(e) and Section 8.02(f), such monetary damages are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement, would be an inadequate remedy therefor and shall not be construed to diminish or were otherwise breached impair in any respect any party’s right to specific performance and (or any party hereto threatens such a breach)e) the right of specific performance is an integral part of the transactions contemplated by this Agreement and without that right none of the parties would have entered into this Agreement. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in any New York State or federal court sitting in the Court Borough of Chancery Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court New York). Each of the United States located Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in the State of Delaware, connection with or as a condition to obtaining any remedy referred to in this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably Section 8.05 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, Table of Contents furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably and unconditionally 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 any New York State or federal court sitting in the Borough of Manhattan in The City of New York (i) or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of New York). Each of the Parties 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions Transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 8.05, (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.

Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Xxxxxxx, NetScout and Newco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in the event of a breach or threatened breach of this Agreement, the other parties hereto accordance with its terms) shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) further agrees that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.04 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties (iincluding NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) 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 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 (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) 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 Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the CompanyParties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, 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 9.04; (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 any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise); and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that: (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum; (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper; or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.