Common use of Applicable Law; Consent to Jurisdiction Clause in Contracts

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note shall be governed and construed in accordance with the laws of the State of New York and to the extent that the laws of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction in the City of New York, Borough of Manhattan. Borrower accepts, generally and unconditionally, the non-exclusive jurisdiction of such courts and irrevocably waives, and agrees not to plead or claim, any objection that it may ever have to the venue of any such action or proceeding in any such court. Borrower irrevocably agrees that all process in any proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

Applicable Law; Consent to Jurisdiction. Pursuant to Section THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (EXCEPT TITLE 14, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION MANDATORILY GOVERN THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED BY THIS AGREEMENT. Debtor hereby irrevocably submits to the non-exclusive jurisdiction of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note shall be governed and construed in accordance with the laws of the State of any New York and to the extent that the laws of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court sitting in the Borough of competent jurisdiction Manhattan in the City of New York, Borough New York, in any action or proceeding arising out of Manhattan. Borrower acceptsor relating to this Agreement, generally and unconditionally, the non-exclusive jurisdiction Debtor hereby irrevocably agrees that all claims in respect of such courts action or proceeding may be heard and determined in such New York state or federal court. The Debtor hereby irrevocably waives, and agrees not to plead or claim, any objection the fullest extent that it may ever have legally do so, the defense of an inconvenient forum to the venue maintenance of such action or proceeding and agrees that a final judgment in any such action or proceeding in any such court. Borrower irrevocably agrees that all process in any proceeding or any court arising out of or in connection with this Promissory Note shall be conclusive to the fullest extent permitted by law and may be effected enforced in other jurisdictions by mailing to Borrower a copy by registered suit on the judgment or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sue in any other jurisdiction.law. The Debtor irrevocably designates and appoints Dennxx X.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the laws of the State of New York and York. Each Party hereby irrevocably submits to the extent that the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Trust hereby irrevocably designates and appoints CT Corporation System (or any successor entity) as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court. Borrower irrevocably court and agrees that all service of process upon CT Corporation System (or such successor entity) at its office at 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, State of New York as the Trust may designate by written notice to the Underwriters), and written notice of said service to the authorized agent of the Trust shall be deemed in every respect effective service of process upon the Trust, in any such suit, action or proceeding or any court arising out and shall be taken and held to be valid personal service upon the Trust. Said designation and appointment shall be irrevocable from this date of or in connection with this Promissory Note Agreement until three years after the termination of this Agreement. The Trust agrees to take all action as may be effected by mailing necessary to Borrower a copy by registered or certified mail, return receipt requestedcontinue the designation and appointment of CT Corporation System, or any substantially similar form successor entity, in full force and effect so that the Trust shall at all times during such period have an agent for service of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by process for the return receipt. Such service shall be valid and binding service above purposes in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the likeUnited States. Nothing in this Promissory Note or the other Loan Documents herein shall affect the right of the Underwriter or any Affiliate Underwriter to effect service of serve process in any other manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant This Agreement and the other Loan Documents have been delivered to Section 5-1401 of and accepted by the General Obligations Law of Lender and will be deemed to be made in the State of New York. This Agreement and any other Loan Document (unless otherwise expressly provided for therein), Bxxxxxxx agrees that this Promissory Note and the rights and obligations of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of New York York, without reference to conflicts of laws principles. Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against Lender in any way relating to this Agreement or any other Loan Document or the extent that transactions relating hereto or thereto, in any forum other than the laws courts of the State of New York do not address the matter in question or are in conflict with the laws York, and any appellate court from any thereof, and each of the United States of America, then in accordance with parties hereto irrevocably and unconditionally submits to the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction in the City of New York, Borough of Manhattan. Borrower accepts, generally and unconditionally, the non-exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or its properties in the courts of any jurisdiction. Borrower irrevocably and unconditionally waives, and agrees not to plead or claimthe fullest extent permitted by Applicable Law, any objection that it may ever now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Borrower irrevocably agrees that all process in any proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower acceptsManhattan (the “Specified Courts”), generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court. Borrower irrevocably agrees that all process in any suit, action or proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested, or any substantially similar form of mail, postage ) to such party at the address in effect for notices to it under this Agreement and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. The Company irrevocably appoints Wallbox USA Inc. at 000 Xxxx Xx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 as its agent for service of process upon which process may be served in any other such suit or proceeding brought outside of the Netherlands, and agrees that service of process upon such authorized agent, and written notice of such service to the Company shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby represents and warrants that Wallbox USA Inc. has accepted such appointment and has agreed to act as such authorized agent of service of process. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant This Agreement and all disputes, claims or controversies arising out of or relating to Section 5-1401 this agreement, or the negotiation, validity or performance of this agreement, or the General Obligations Law of the State of New Yorktransactions contemplated by this agreement, Bxxxxxxx agrees that this Promissory Note shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of the Parties hereto hereby irrevocably and unconditionally (i) consents to submit to the extent that sole and exclusive jurisdiction of the laws Court of Chancery of the State of New York do not address Delaware or, if under applicable law exclusive jurisdiction over the matter is vested in question or are in conflict with the laws federal courts, any court of the United States located in the State of AmericaDelaware, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or for any other matter under or litigation arising out of or in connection with relating to this Promissory NoteAgreement, or for recognition the negotiation, validity or enforcement performance of this Agreement, or the transactions contemplated hereby, (ii) agrees not to commence any litigation relating thereto except in such courts, (iii) waives any objection to the laying of venue of any judgment rendered such litigation in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction in the City of New York, Borough of Manhattan. Borrower accepts, generally and unconditionally, the non-exclusive jurisdiction of such courts and irrevocably waives, and (iv) agrees not to plead or claimclaim in such courts that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, any objection that it may ever have (x) to the venue of any extent such action or proceeding in any such court. Borrower irrevocably agrees that all process in any proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing party is not otherwise subject to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process in any other manner permitted the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (y) that service of process may also be made on such party by law prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (x) or (y) above shall limit have the right same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to sue appoint and maintain an agent for service of process in any other jurisdictionthe State of Delaware, Parent does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 as such agent.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System at Columbia Center, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the "Agent for Service") as its authorized agent upon which process may be served in any such court. Borrower irrevocably agrees that all process in any suit or proceeding or any court arising out of or in connection with relating to this Promissory Note Agreement that may be effected instituted in any state or federal court sitting in the City of New York, borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, or any substantially similar form in the case of mail, postage and fees fully prepaidthe Company, to Borrower at its principal place the Agent of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid Service) and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the extent that transactions contemplated hereby (a “Related Proceeding”) may be instituted in the laws federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York do not address in each case located in the matter Borough of Manhattan in question or are the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in conflict with regard to the laws enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered Specified Courts in any such proceedingssuit, may action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any trial such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or appellate other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company has irrevocably appointed CT Corporation System, which currently maintains a New York City office at 28 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx xx Xxxxxxx, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding related to this Agreement that may be instituted in any state or federal court in the Borough of competent jurisdiction Manhattan in the City of New York, Borough United States of ManhattanAmerica. Borrower acceptsWith respect to any Related Proceeding, generally and unconditionally, the non-exclusive jurisdiction of such courts and each party irrevocably waives, and agrees not to plead or claim, any objection that it may ever have to the venue fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such action Related Proceeding or proceeding Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. The obligations of the Company pursuant to this Agreement in respect of any sum due to Cowen shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by Cowen of any sum adjudged to be so due in such other currency, on which Cowen may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to Cowen in United States dollars hereunder, the Company agrees as a separate obligation and notwithstanding any such court. Borrower irrevocably agrees that all process in any proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaidjudgment, to Borrower at its principal place indemnify Cowen against such loss. If the United States dollars so purchased are greater than the sum originally due to Cowen hereunder, Cowen agrees to pay to the Company an amount equal to the excess of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within dollars so purchased over the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right sum originally due to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdictionCowen hereunder.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court. Borrower irrevocably agrees that all process in any suit, action or proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement, or any substantially similar form and its agent for service of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereofprocess, as evidenced by the return receipt. Such service shall be valid applicable, and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law law. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed Corporation Services Company, 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 (or shall limit any successor) (together with any successor, the right to sue “Agent for Service”), as its authorized agent upon which process may be served in any other jurisdictionsuit or proceeding arising out of or relating to this Agreement or the Placement Shares, that may be instituted in any federal or state court in the State of New York, or brought under U.S. securities laws, and acknowledges that the Agent for Service has accepted such designation, and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Placement Shares shall be outstanding.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court. Borrower irrevocably agrees that all process in any suit, action or proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement, or any substantially similar form and its agent for service of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereofprocess, as evidenced by the return receipt. Such service shall be valid applicable, and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law law. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed C T Corporation System, 1000 00xx Xxxxxx X.X., Xxxxx 0000 Xxxxxxxxxx, XX 00000 (or shall limit any successor) (together with any successor, the right to sue “Agent for Service”), as its authorized agent upon which process may be served in any other jurisdictionsuit or proceeding arising out of or relating to this Agreement or the Placement Shares, that may be instituted in any federal or state court in the State of New York, or brought under U.S. securities laws, and acknowledges that the Agent for Service has accepted such designation, and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Placement Shares shall be outstanding.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New YorkWAIVER OF JURY TRIAL. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, Bxxxxxxx AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW. The Company agrees that this Promissory Note shall be governed and construed in accordance with any suit, action or proceeding against the laws of the State of New York and to the extent that the laws of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or any other matter under or Company arising out of or in connection with based upon this Promissory Note, Agreement or for recognition or enforcement of any judgment rendered the transactions contemplated hereby may be instituted in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction in the The City of New York, Borough New York, and waives any objection which it may now or hereafter have to the laying of Manhattan. Borrower acceptsvenue of any such proceeding, generally and unconditionally, irrevocably submits to the non-exclusive jurisdiction of such courts and irrevocably waivesin any suit, and agrees not to plead action or claim, any objection that it may ever have to proceeding. The Company expressly accepts the venue non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding proceeding. The Company agrees that a final judgment in any such court. Borrower irrevocably agrees that all process proceeding brought in any proceeding or any such court arising out of or in connection with this Promissory Note shall be conclusive and binding thereupon and may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process enforced in any other manner permitted court in the jurisdiction to which the Company is or may be subject by law or shall limit the right to sue in any other jurisdictionsuit upon such judgment. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 All questions concerning the construction, validity, enforcement and interpretation of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State. Each party agrees that all legal proceedings concerning the extent that the laws interpretations, enforcement and defense of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings transactions contemplated by this Agreement (whether brought against Borrower and a party hereto or its respective property with respect to obligationsAffiliates, liabilities directors, officers, shareholders, employees or any other matter under or arising out of or agents) shall be commenced exclusively in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate the state commercial division courts or federal court of competent jurisdiction courts sitting in the City of New York, Borough of Manhattan. Borrower accepts, generally and unconditionally, Each party hereby irrevocably submits to the non-exclusive jurisdiction of such the state commercial division courts and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the venue jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT AND ANY TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO AGENT, REPRESENTATIVE OR OTHER PERSON AFFILIATED WITH OR RELATED TO ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.02. Notwithstanding the foregoing in this Section 5.02, a party may commence any action or proceeding in any such court. Borrower irrevocably agrees that all process in any proceeding a court other than the above-named courts solely for the purpose of enforcing an order or any court arising out judgment issued by one of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdictionabove-named courts.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court. Borrower irrevocably agrees that all process in any suit, action or proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested, or any substantially similar form of mail, postage ) to such party at the address in effect for notices to it under this Agreement and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit law. The Company irrevocably appoints Exscientia Inc., Office 000X, 0000 Xxxxxxxx Xxxx., Xxxxx, Xxxxxxx, 00000, as its authorized agent in the right to sue United States upon which process may be served in any other jurisdictionsuch suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company by the person serving the same to the address provided in this Section, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York applicable to contracts made and to the extent that the laws of be performed within the State of New York do not address York. Each Party hereby irrevocably submits to the matter in question or are in conflict with the laws non-exclusive jurisdiction of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Issuer hereby irrevocably designates and appoints DL Services Inc. (or any successor entity) as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court. Borrower irrevocably court and agrees that all service of process upon DL Services Inc. (or such successor entity) at its office at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or such other address as the Issuer may designate by written notice to the Agents), and written notice of said service to the authorized agent of the Issuer shall be deemed in every respect effective service of process upon the Issuer, in any such suit, action or proceeding or any court arising out and shall be taken and held to be valid personal service upon the Issuer. Said designation and appointment shall be irrevocable from this date of or in connection with this Promissory Note Agreement until three years after the termination of this Agreement. The Issuer agrees to take all action as may be effected by mailing necessary to Borrower a copy by registered or certified mail, return receipt requestedcontinue the designation and appointment of DL Services Inc., or any substantially similar form successor entity, in full force and effect so that the Issuer shall at all times during such period have an agent for service of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by process for the return receipt. Such service shall be valid and binding service above purposes in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the likeUnited States. Nothing in this Promissory Note or the other Loan Documents herein shall affect the right of the Agent or any Affiliate Agent to effect service of serve process in any other manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed National Registered Agents, Inc. at 100 Xxxxxx Xxxxxx 1000 Xxxx 0xx Xxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the "Agent for Service") as its authorized agent upon which process may be served in any such court. Borrower irrevocably agrees that all process in any suit or proceeding or any court arising out of or in connection with relating to this Promissory Note Agreement that may be effected instituted in any state or federal court sitting in the City of New York, borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, or any substantially similar form in the case of mail, postage and fees fully prepaidthe Company, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid Agent for Service) and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the “Agent for Service”) as its authorized agent upon which process may be served in any such court. Borrower irrevocably agrees that all process in any suit or proceeding or any court arising out of or in connection with relating to this Promissory Note Agreement that may be effected instituted in any state or federal court sitting in the City of New York, borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, or any substantially similar form in the case of mail, postage and fees fully prepaidthe Company, to Borrower at its principal place the Agent of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid Service) and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. The Company hereby submits to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note shall be governed and construed in accordance with the laws of the State of New York and to the extent that the laws of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction in the City of New York, Borough of Manhattan. Borrower accepts, generally and unconditionally, the non-exclusive jurisdiction of such the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Amendment No. 1 to At-the-Market Offering Sales Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably waives, and unconditionally waives and agrees not to plead or claim, any objection that it may ever have to the venue of claim in any such action court that any such suit or proceeding in any such courtcourt has been brought in an inconvenient forum. Borrower The Company irrevocably appoints Cadwalader, Xxxxxxxxxx & Xxxx LLP, New York, New York, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that all process in any proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 11 of the Original Agreement, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Amendment No. 1 to At-the-Market Offering Sales Agreement. The obligation of the Company pursuant to this Amendment No. 1 to At-the-Market Offering Sales Agreement in respect of any sum due to the Agent shall, notwithstanding any judgment in a currency other manner permitted than United States dollars, not be discharged until the first business day, following receipt by law or shall limit the right Agent of any sum adjudged to sue be so due in such other currency, on which (and only to the extent that) the Agent may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Agent hereunder, the Company agrees, as a separate obligation and notwithstanding any other jurisdictionsuch judgment, to indemnify the Agent against such loss. If the United States dollars so purchased are greater than the sum originally due to the Agent hereunder, the Agent agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Agent hereunder.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System at Columbia Center, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the “Agent for Service”) as its authorized agent upon which process may be served in any such court. Borrower irrevocably agrees that all process in any suit or proceeding or any court arising out of or in connection with relating to this Promissory Note Agreement that may be effected instituted in any state or federal court sitting in the City of New York, borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, or any substantially similar form in the case of mail, postage and fees fully prepaidthe Company, to Borrower at its principal place the Agent of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid Service) and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court. Borrower irrevocably agrees that all process in any suit, action or proceeding or any court arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement, or any substantially similar form and its agent for service of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereofprocess, as evidenced by the return receipt. Such service shall be valid applicable, and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law law. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed Corporation Services Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or shall limit any successor) (together with any successor, the right to sue “Agent for Service”), as its authorized agent upon which process may be served in any other jurisdictionsuit or proceeding arising out of or relating to this Agreement or the Placement Shares, that may be instituted in any federal or state court in the State of New York, or brought under U.S. securities laws, and acknowledges that the Agent for Service has accepted such designation, and (ii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said service to the Company shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Placement Shares shall be outstanding.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed Cogency Global Inc., 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (together with any successor, the “Agent for Service”) as its authorized agent upon which process may be served in any such court. Borrower irrevocably agrees that all process in any suit or proceeding or any court arising out of or in connection with relating to this Promissory Note Agreement that may be effected instituted in any state or federal court sitting in the City of New York, borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, or any substantially similar form in the case of mail, postage and fees fully prepaidthe Company, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid Agent for Service) and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York and without regard to the extent that principles of conflicts of laws. Each party hereby irrevocably submits to the laws non-exclusive jurisdiction of the State of New York do not address the matter in question or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System, at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (together with any successor, the "Agent for Service") as its authorized agent upon which process may be served in any such court. Borrower irrevocably agrees that all process in any suit or proceeding or any court arising out of or in connection with relating to this Promissory Note Agreement that may be effected instituted in any state or federal court sitting in the City of New York, Borough of Manhattan, or brought under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Common Shares shall be outstanding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing to Borrower a copy by thereof (certified or registered or certified mail, return receipt requested, or any substantially similar form of mail, postage ) to such party at the address in effect for notices to it under this Agreement and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert agrees that such service did not shall constitute valid good and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Promissory Note or the other Loan Documents shall affect the right to effect sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of This Amendment No. 1 shall be governed by, and construed in accordance with, the General Obligations Law laws of the State of New York, Bxxxxxxx agrees without regard to the principles of conflicts of laws that this Promissory Note shall be governed and construed in accordance with would otherwise require the laws application of the State law of New York any other state. The parties irrevocably consent and to the extent agree that the laws of the State of New York do not address the matter in question any legal action, suit or are in conflict with the laws of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought proceeding against Borrower and its respective property it with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, Agreement may be brought in any trial the courts of the State of New York or appellate state or federal court the courts of competent jurisdiction the United States located in the City of New York, Borough of Manhattan. Borrower accepts, New York City, New York and hereby irrevocably consents and submits to the non exclusive jurisdiction of each such court in personam, generally and unconditionallyunconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues and hereby irrevocably designates and appoints CT Corporation System located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent for receipt of service of process in any such suit, action or proceeding. Nothing in this Agreement will affect the non-exclusive jurisdiction right of such courts any person to serve process in any other manner permitted by law. Each party irrevocably and irrevocably unconditionally waives, and agrees not to plead or claimthe fullest extent permitted by law, any objection that which it may ever now or hereafter have to the laying of venue of any such action of the aforesaid actions, suits or proceeding in any such court. Borrower irrevocably agrees that all process in any proceeding or any court proceedings arising out of or in connection with this Promissory Note may be effected by mailing to Borrower a copy by registered or certified mail, return receipt requested, or any substantially similar form Agreement brought in the courts of mail, postage and fees fully prepaid, to Borrower at its principal place the State of business. Such service shall be effective upon receipt thereof, as evidenced by the return receipt. Such service shall be valid and binding service in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation New York or the like. Nothing courts of the United States located in this Promissory Note the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or the other Loan Documents shall affect the right to effect service of process claim in any other manner permitted by law such court that any such action, suit or shall limit the right to sue proceeding brought in any other jurisdictionsuch court has been brought in an inconvenient forum.

Applicable Law; Consent to Jurisdiction. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, Bxxxxxxx agrees that this Promissory Note This Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New York applicable to contracts made and to the extent that the laws of be performed within the State of New York do not address York. Each Party hereby irrevocably submits to the matter in question or are in conflict with the laws non-exclusive jurisdiction of the United States of America, then in accordance with the laws of the United States. All judicial actions, suits or proceedings brought against Borrower state and its respective property with respect to obligations, liabilities or any other matter under or arising out of or in connection with this Promissory Note, or for recognition or enforcement of any judgment rendered in any such proceedings, may be brought in any trial or appellate state or federal court of competent jurisdiction courts sitting in the City of New York, Borough borough of Manhattan. Borrower accepts, generally for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and unconditionally, the non-exclusive jurisdiction of such courts and hereby irrevocably waives, and agrees not to plead assert in any suit, action or claimproceeding, any objection claim that it may ever have is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Issuer hereby irrevocably designates and appoints DL Services Inc. (or any successor entity) as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court. Borrower irrevocably court and agrees that all service of process upon DL Services Inc. (or such successor entity) at its office at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (or such other address as the Issuer may designate by written notice to the Underwriters), and written notice of said service to the authorized agent of the Issuer shall be deemed in every respect effective service of process upon the Issuer, in any such suit, action or proceeding or any court arising out and shall be taken and held to be valid personal service upon the Issuer. Said designation and appointment shall be irrevocable from this date of or in connection with this Promissory Note Agreement until three years after the termination of this Agreement. The Issuer agrees to take all action as may be effected by mailing necessary to Borrower a copy by registered or certified mail, return receipt requestedcontinue the designation and appointment of DL Services Inc., or any substantially similar form successor entity, in full force and effect so that the Issuer shall at all times during such period have an agent for service of mail, postage and fees fully prepaid, to Borrower at its principal place of business. Such service shall be effective upon receipt thereof, as evidenced by process for the return receipt. Such service shall be valid and binding service above purposes in every respect. Borrower shall not assert that such service did not constitute valid and binding service within the meaning of any applicable state or federal law, rule, regulation or the likeUnited States. Nothing in this Promissory Note or the other Loan Documents herein shall affect the right of the Underwriter or any Underwriter Affiliate to effect service of serve process in any other manner permitted by law or shall limit the right to sue in any other jurisdictionlaw.