Common use of APPLICABLE LAW AND CONSENT TO JURISDICTION Clause in Contracts

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee Parties hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement13(a), the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Chancery Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Chancery Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Chancery Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement15(a), to the fullest extent permitted by applicable law, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement14(a) hereof, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Chancery, and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States State of America or any court in any other countryDelaware; (b) consent to submit to the exclusive jurisdiction of the such court in the State of Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in court in the Delaware CourtState of Delaware; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in such court in the State of Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 15(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware New York Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware New York Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware New York Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareBritish Virgin Islands, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware BVI Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware BVI Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware BVI Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware BVI Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement[12(d)], the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or ​ proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) agree to accept service of process in any manner permitted by the Delaware Court, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (dv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company Companies and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareXxxxxxxx Islands, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware New York Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware New York Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware New York Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court of Chancery, and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company 13 Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. Section 21.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12 of this Agreement, the Company Partnership and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 17(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee or the Company pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement13(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement15(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court of Chancery and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement13(a) hereof, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Superior Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to ​ ​ any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, forum or is subject (in whole or in part) to a jury trialany trial by jury.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.. ​

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware BVI Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware BVI Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware BVI Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware BVI Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be is governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action action, claim or proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action action, claim or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rulesCayman Islands. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement15(a), to the fullest extent permitted by applicable law, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement14(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement13(a) hereof, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement14(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (c) agree to accept service of process in any manner permitted by the Delaware Court, (d) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (de) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 15.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by the Company or the Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement15(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court of Chancery, and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by ​ Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to makemaxx, any claim that any xxx xxxxx xxxx xny such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced agreed to by Indemnitee and the Company pursuant to Section 14.1 of this Agreement14(a), the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement12(a), the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Chancery Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Chancery Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Chancery Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties any claim, action or proceeding arising out of or in connection with this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 10(1) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (dv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: (a) unconditionally • agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; (b) , • consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) , • waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) • waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Court of Chancery of the State of Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court of Chancery of the State of Delaware, and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Court of Chancery of the State of Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be is governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such ​ ​ action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; Court and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12 of this Agreement, the Company Partnership and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.. [Signature Page Follows]

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any Exhibit 10.58 court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement14(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the ​ ​ Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict conflict-of-laws rules or any other law or rule that would cause the laws of laws rulesany other jurisdiction to apply. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware CourtCourt of Chancery; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 10 of this Agreement, the Company Partnership and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the "Delaware Court Court" and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee Indemnitees pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee Indemnitees hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.