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

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts of the State of New York or the courts of the United States, in each case located in the Borough of Manhattan, New York City, New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Units or the Purchase Contracts brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BYThis Agreement shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTthe laws of the State of Delaware applicable to contracts executed in and to be performed in that State. Each of the parties hereto irrevocably (i) consents and agrees, for to submit itself to the benefit personal jurisdiction of any Delaware state court located in the Holders from time to time city of the Units and the Purchase Contracts, and the other parties hereto, that Wilmington if any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with dispute arises under this Agreement, the Units Merger Agreement, the ancillary agreements or the Purchase Contracts may be brought in the courts of the State of New York any transaction contemplated hereby or the courts of the United Statesthereby, in each case located in the Borough of Manhattan(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, New York City, New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to (iii) agrees that it will not bring any action, suit or proceeding for itself relating to this Agreement, the Merger Agreement, the ancillary agreements or any transaction contemplated hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of its propertiesthis Agreement, assets and revenues. Each of the parties hereto irrevocably and unconditionally waivesMerger Agreement, to the fullest extent permitted by lawancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actionsaction, suits suit or proceedings proceeding arising out of or in connection with this Agreement, the Units Merger Agreement, the ancillary agreements or the Purchase Contracts brought any transaction contemplated hereby or thereby in the courts of the State of New York or the courts of the United Statesany such court, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally (vi) waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETOforum and (vii) agrees that a final judgment in any such action, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYsuit or proceeding in any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of (a) This Note shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. The Company hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Note other than in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS NOTE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS NOTE OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTNOTE, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of (a) This Note shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. The Company hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Note other than in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS NOTE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS NOTE OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENTNOTE, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of (a) This Note shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York or without regard to the courts conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the United States, in each case State of New York located in the Borough borough of Manhattan, Manhattan of New York Cityor the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”), for the purpose of any suit, action or other proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, which is brought by or against the Company, and the Company hereby irrevocably consents agrees that all claims in respect of any such suit, action or proceeding will be heard and submits determined in any New York Court. The Company hereby agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Note other than in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS NOTE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS NOTE OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTNOTE, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of This Note shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York or without regard to the courts conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the United States, in each case State of New York located in the Borough County of Manhattan, New York Cityor the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”), for the purpose of any suit, action or other proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, which is brought by or against the Company, and the Companyhereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York Court. The Company hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Note other than in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS NOTE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS NOTE OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTNOTE, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of the Holder to take proceedings against the Company in courts of any other competent jurisdiction nor shall the taking of proceedings against the Company in any one or more jurisdictions preclude the taking of proceedings against the Company in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK DELAWARE WITHOUT GIVING EFFECT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREOF. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Agreement or the parties hereto irrevocably consents and agreesTransaction, for exclusively in the benefit Delaware Court of Chancery, New Castle County, or solely if that court does not have jurisdiction, a federal court sitting in the Holders from time to time State of Delaware (the Units and the Purchase Contracts“Chosen Courts”), and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or solely in connection with claims arising under this Agreement, the Units Agreement or the Purchase Contracts may be brought in the courts of the State of New York or the courts of the United States, in each case located in the Borough of Manhattan, New York City, New York and hereby Transaction (a) irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personamthe Chosen Courts, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, (b) waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Units or the Purchase Contracts brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, and (d) agrees that service of process upon such party in any such court has been brought action or proceeding shall be effective if notice is given in accordance with Section 5.2. Deer irrevocably designates CT Corporation, and Stockholder irrevocably designates National Registered Agents, Inc., as its agent and attorney-in-fact for the acceptance of service of process and making an inconvenient forumappearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. EACH PARTY HERETO, HERETO IRREVOCABLY WAIVES ANY AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO OR IN CONNECTION WITH TO, THIS AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTRANSACTION.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of This Waiver and Consent shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a "NEW YORK COURT") or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a "U.K. COURT"), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Waiver and Consent or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Waiver and Consent other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, TO THIS WAIVER AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, CONSENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS WAIVER AND CONSENT OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTWAIVER AND CONSENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAVIER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 3 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a "New York Court") or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a "U.K. Court"), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 3 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 3 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 3 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 3 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTAMENDMENT NO. 3, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 4 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case King- dom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 4 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 4 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 4 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 4 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTAMENDMENT NO. 4, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of This Letter Agreement shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a "New York Court") or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a "U.K. Court"), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Letter Agreement or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Letter Agreement other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS LETTER AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS LETTER AGREEMENT OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS LETTER AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LETTER AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 3 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 3 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 3 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 3 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 3 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTAMENDMENT NO. 3, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of This Letter Agreement shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Letter Agreement or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Letter Agreement other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS LETTER AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS LETTER AGREEMENT OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS LETTER AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LETTER AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of (a) This Note shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case King- dom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Note or under any applicable securities laws and arising out of the foregoing, which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. The Company hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Note other than in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, a New York Court except to the fullest extent permitted mandated by applicable law, . The Company hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS NOTE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS NOTE OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTNOTE, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 5 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 4 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 5 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 5 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 5 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTAMENDMENT NO. 5, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 6 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 6 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 6 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 6 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 6 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENTAMENDMENT NO. 6, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 7 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 7 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 7 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 7 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 7 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENTAMENDMENT NO. 7, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULT. Each of the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts of the State of New York or the courts of the United States, in each case located in the Borough of Manhattan, New York City, New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Units or the Purchase Contracts brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 4 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 4 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 4 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 4 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 4 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTAMENDMENT NO. 4, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT A DIFFERENT LAW WOULD GOVERN AS A RESULTThis Amendment No. Each of 5 shall be construed in accordance with the parties hereto irrevocably consents and agrees, for the benefit of the Holders from time to time of the Units and the Purchase Contracts, and the other parties hereto, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Units or the Purchase Contracts may be brought in the courts internal laws of the State of New York without regard to the conflicts of laws provisions thereof. Each party hereto hereby irrevocably submits to the jurisdiction of any court of the State of New York located in the County of New York or the United States District Court for the Southern District of the State of New York, any appellate courts from any thereof (any such court, a “New York Court”) or any court of the United States, in each case Kingdom located in London, or any appellate courts from any thereof (any such court, a “U.K. Court”), for the Borough purpose of Manhattanany suit, action or other proceeding arising out of or relating to this Amendment No. 5 or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and each such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any New York City, New York and Court or U.K. Court. Each such party hereby irrevocably consents and submits agrees not to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to commence any action, suit or proceeding for itself relating to this Amendment No. 5 other than in respect of its properties, assets and revenuesa New York Court except to the extent mandated by applicable law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, such party hereby waives any objection which that it may now or hereafter have to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings arising out of proceeding in any such court or in connection with this Agreementthat such suit, the Units action or the Purchase Contracts proceeding was brought in the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York an inconvenient court and hereby further irrevocably and unconditionally waives and agrees agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthe same. EACH PARTY HERETO, AND EACH HOLDER OF A UNIT BY ACCEPTANCE THEREOF, TO THIS AMENDMENT NO. 5 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM, DEMAND, ACTION OR INDIRECTLY CAUSE OF ACTION ARISING OUT OF, RELATING TO UNDER THIS AMENDMENT NO. 5 OR IN CONNECTION ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENTAMENDMENT NO. 5, THE UNITS, THE PURCHASE CONTRACTS OR THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR THEREBYCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS WAIVER AND CONSENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.