Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.38.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this This Agreement and the Warrants shall be governed by, and construed in all respects by accordance with, the laws Laws of the State of New YorkDelaware, without giving effect to regardless of the Laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application laws. In any action or proceeding between any of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it parties hereto arising out of or relating in any way to this Agreement shall be brought and enforced in the courts Agreement, each of the City parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of New York, County the Court of New York, Chancery of the State of New YorkDelaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of New York or Delaware or, to the federal district courts extent that neither of the United States, and irrevocably submits to such foregoing courts has jurisdiction, which jurisdiction the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be exclusive. The Company hereby heard and determined exclusively in accordance with clause (a) of this Section 8(k); (c) waives any objection to laying venue in any such exclusive jurisdiction and action or proceeding in such courts; (d) waives any objection that such courts represent are an inconvenient forum. Notwithstanding the foregoing, the provisions forum or do not have jurisdiction over any party hereto; and (e) agrees that service of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, process upon such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought party in any such court to enforce the forum provisions action or proceeding shall be effective if notice is given in accordance with Section 8(f) of this Agreement. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (an “enforcement action”I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(k), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Agreement and the Warrants shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, Delaware without giving effect regard to conflicts the Laws of law principles the State of Delaware or any other jurisdiction that would result in call for the application of the substantive laws Laws of another jurisdiction. any jurisdiction other than the State of Delaware. (b) The Company hereby agrees parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any action, proceeding or claim against it disputes among any of the parties arising out of or relating in any way related to this Agreement or the transactions contemplated by this Agreement shall be brought and enforced in the courts Court of Chancery in the City of Wilmington, New YorkCastle County, County of New YorkDelaware, State of New Yorkexcept where such court lacks subject matter jurisdiction. In such event, the United States District Court for the Southern District of New York or Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any action, suit or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the United Statesfact and amount of such judgment. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, and irrevocably submits attachment prior to such jurisdictionjudgment, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoingattachment in aid of execution, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability execution or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (iiotherwise) with respect to suits brought itself or its property, each such party hereby irrevocably (i) waives such immunity in federal courts, any duty or liability created by the Securities Act or the rules respect of its obligations with respect to this Agreement and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iiiii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed submits to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York each court described in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”Section 9.06(b), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Agreement and the Warrants shall be construed in accordance with and governed in all respects by the laws law of the State of New York. (b) Each party hereto irrevocably and unconditionally submits, without giving effect for itself and its property, to conflicts of law principles that would result in the application exclusive jurisdiction of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts Supreme Court of the City of New York, County of New York, State of New YorkYork sitting in the Borough of Manhattan, New York County and of the United States District Court for of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the federal district parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto or any Holder may otherwise have to bring any action or proceeding relating to this Agreement against any party hereto or its properties in the courts of any jurisdiction. (c) Each party hereto irrevocably and unconditionally waives, to the United Statesfullest extent it may legally and effectively do so, and any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 16. Each party hereto irrevocably submits waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such jurisdictionaction or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11, which jurisdiction shall such service to be exclusiveeffective upon receipt. The Company hereby Nothing in this Agreement will affect the right of any party hereto or any Holder to serve process in any other manner permitted by law. (e) Each party hereto waives any objection right to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created trial by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought jury in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter proceeding or counterclaim arising out of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed relating to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsthis Agreement.

Applicable Law; Jurisdiction. The validity, interpretationThis agreement is made under, and performance of this Agreement and the Warrants shall be governed construed and enforced in all respects by accordance with, the laws of the State of New YorkDelaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law principles that would result in the application law. Each of the substantive laws Parties (a) consents to and submits to the exclusive personal jurisdiction of another the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction. The Company hereby , a federal court sitting in Wilmington, Delaware (the “Delaware Courts”) in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. Notwithstanding anything herein to the contrary, each Acquired Company and its Affiliates (a) agree that it will not bring or support any action, proceeding cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise against it the Financing Sources Related Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to this Agreement shall be brought and enforced the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the courts Supreme Court of the City State of New York, County of New York, State or, if under applicable Law exclusive jurisdiction is vested in the federal courts of New Yorkthe United States, the United States District Court for the Southern District of New York or the federal district (and appellate courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdictionthereof), (iib) submits for itself and its property with respect to suits brought in federal any such action against the Financing Sources Related Parties to the exclusive jurisdiction of such courts, any duty (c) agrees that service of process, summons, notice or liability created document by the Securities Act or the rules and regulations thereunder for which registered mail addressed to it at its address provided in Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants 9.7 shall be deemed to have notice effective service of and to have consented to the forum provisions in this Section 9.3. If process against it for any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court court, (d) waives and hereby irrevocably waives, to enforce the forum provisions (an “enforcement action”)fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and (y) having service the defense of process made upon an inconvenient forum to the maintenance of, any such holder of action against the Warrants Financing Sources Related Parties in any such enforcement court and (e) agrees that a final judgment in any such action against the Financing Sources Related Parties shall be conclusive and may be enforced in other jurisdictions by service upon such holder’s counsel suit on the judgment or in the foreign action as agent for such holders of the Warrantsany other manner provided by law.

Applicable Law; Jurisdiction. The validity, interpretation, interpretation and performance of this Warrant Agreement and the Warrant Certificates evidencing the Warrants shall be governed in all respects by accordance with the laws Laws of the State of New York, without giving effect to the principles of conflicts of law principles Laws thereof that would result in the application of the substantive laws Law of another jurisdiction. The Company hereby agrees that parties hereto irrevocably consent to the exclusive jurisdiction of the courts of the State of New York and any federal court located in such state in connection with any action, suit or proceeding or claim against it arising out of or relating to this Warrant Agreement or the Warrant Certificates issued hereunder. Each party agrees to commence any such suit, action or proceeding in such court. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any way to this Agreement shall be brought and enforced in the courts of the City of New Yorksuit, County of New York, State of New York, the United States District Court for the Southern District of New York action or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) proceeding with respect to suits brought in federal courtsthis Warrant Agreement or the Warrant Certificates issued hereunder, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented that it is not personally subject to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state above-named courts for any reason other than the failure to serve process in accordance with this Section 6.15, that its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and federal courts located within to the State of New York fullest extent permitted by applicable Law, that the suit, action or the United States District Court for the Southern District of New York in connection with any action brought proceeding in any such court is brought in an inconvenient forum, or that this Warrant Agreement or the Warrant Certificates issued hereunder, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to enforce the forum provisions (an “enforcement action”)fullest extent permitted by applicable Law, and (y) the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party irrevocably consents to the service of process made upon such holder out of any of the Warrants aforementioned courts in any such enforcement suit, action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to such party at its mailing address determined in accordance with this Warrant Agreement, such service of process to be effective upon acknowledgment of receipt of such holder’s counsel registered mail. Nothing herein shall affect the right of any party to serve process in the foreign action as agent for such holders of the Warrantsany other manner permitted by Law.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Agreement and the Warrants shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, Delaware without giving effect regard to conflicts the Laws of law principles the State of Delaware or any other jurisdiction that would result in call for the application of the substantive laws Laws of another jurisdiction. any jurisdiction other than the State of Delaware. (b) The Company hereby agrees parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any action, proceeding or claim against it disputes among any of the parties arising out of or relating in any way related to this Agreement or the transactions contemplated by this Agreement shall be brought and enforced in the courts Court of Chancery in the City of Wilmington, New YorkCastle County, County of New YorkDelaware, State of New Yorkexcept where such court lacks subject matter jurisdiction. In such event, the United States District Court for the Southern District of New York or Forum shall be in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or jurisdiction other than the above specified courts; provided, however, that the ​ ​ foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any action, suit or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the United Statesfact and amount of such judgment. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, and irrevocably submits attachment prior to such jurisdictionjudgment, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoingattachment in aid of execution, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability execution or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (iiotherwise) with respect to suits brought itself or its property, each such party hereby irrevocably (i) waives such immunity in federal courts, any duty or liability created by the Securities Act or the rules respect of its obligations with respect to this Agreement and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iiiii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed submits to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York each court described in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”Section 9.06(b), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretationThis Agreement, and performance of any claim, controversy or dispute relating to or arising under this Agreement and the Warrants shall Agreement, will be governed by and construed in all respects by accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Any legal suit, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, action or proceeding or claim against it arising out of or relating in any way to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be brought and enforced instituted in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest located in the Warrants shall be deemed to have notice Borough of and to have consented to the forum provisions Manhattan in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New YorkYork or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, 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 such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or 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 Xxxx (Xxxx) Xxxxxxxx, M.D. (the “Authorized Agent”), who currently maintains an office at 000 Xxxx Xx. Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx, Xxxxxx Xxxxxx xx Xxxxxxx, as its agent upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, State by any Underwriter, the directors, officers, employees, affiliates and agents of New York any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. With respect to any Related Proceeding, each party irrevocably waives, to the 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 Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States District Court for the Southern District Foreign Sovereign Immunities Act of New York (a “foreign action”) in the name of any holder of the Warrants1976, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsamended.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Agreement and the Warrants shall be governed by, and construed in all respects by accordance with, the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive Law of any other jurisdiction; provided, however, that (i) matters involving the internal corporate affairs of the Parent, Merger Sub or the Company (including, without limitation, matters relating to the fiduciary duties of each of their respective boards of directors) shall be governed by the laws of another jurisdiction. The Company hereby agrees the jurisdiction in which such corporation or company is organized and (ii) provisions related to the Merger that any action, proceeding or claim against it arising out of or relating in any way are required under Israeli law to this Agreement shall be brought and enforced in the courts governed by Israeli law will be so governed. (b) Each of the City parties hereby irrevocably and unconditionally consents and submits, for itself and its property, to the exclusive jurisdiction of New York, County of New York, State of New York, the United States District Court for sitting in the Southern District of New York or and the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York located in New York County for the purposes of any action or proceeding arising out of or relating to this Agreement or the United States District Court for the Southern District of New York agreements delivered in connection with herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally: (i) agrees not to commence any such action brought or proceeding except in such aforementioned courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court aforementioned courts; (iii) waives, to enforce the forum provisions (an “enforcement action”)fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such aforementioned courts; and (yiv) having waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such aforementioned courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process made upon such holder inside or outside the territorial jurisdiction of the Warrants courts referred to in this Section 7.5(b) in the manner provided for notices in Section 7.10. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any such enforcement action other manner permitted by service upon such holder’s counsel in the foreign action as agent for such holders Law. (c) Waiver of the WarrantsJury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING IN RESPECT OF THE FINANCING) AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.5.

Applicable Law; Jurisdiction. The All questions concerning the construction, validity, interpretation, enforcement and performance interpretation of this Agreement and the Warrants Warrant shall be governed by and construed and enforced in all respects by accordance with the internal laws of the State Sate of New York, without giving effect regard to the principles of conflicts of law principles thereof, except to the extent that would result in the application Delaware General Corporation Xxx is mandatorily applicable. The Company, and by its acceptance of this Warrant, the Holder, each hereby (a) agrees that all legal proceedings concerning the interpretations, enforcement and defense of the substantive laws of another jurisdiction. The Company hereby agrees that any actiontransactions contemplated by this Warrant (whether brought against such party or its respective affiliates, proceeding directors, officers, shareholders, employees or claim against it arising out of or relating in any way to this Agreement agents) shall be brought and enforced commenced exclusively in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within sitting in the State city of New York, borough of Manhattan (“New York or Courts”); (b) irrevocably submits to the United States District Court exclusive jurisdiction of the New York Courts for the Southern District adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such New York in connection with any action brought Court or that the New York Courts are an improper or inconvenient venue for such proceeding; (c) irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to enforce such party at the forum provisions address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof; (an “enforcement action”)d) waives all rights to a trial by jury, and (ye) having service of process made upon such holder agrees that if either party shall commence an action or proceeding to enforce any provisions of the Warrants Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Nothing contained herein shall be deemed to limit in any such enforcement action way any right to serve process in any manner permitted by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantslaw.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this 10.01 This Agreement and the Warrants shall be governed by and interpreted and enforced in all respects by accordance with the laws of the State of New YorkDelaware, without giving effect to any choice of law or conflicts of law principles laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the substantive laws of another jurisdiction. The Company hereby agrees any jurisdiction other than the State of Delaware, except that all questions concerning the construction or effect of patents will be decided in accordance with the laws of the country in which the particular patent concerned has been granted. 10.02 Each party hereto irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery and any actionstate appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, proceeding in which case, in any Delaware state or claim against it federal court within the State of Delaware), for the purposes of any action arising out of this Agreement or relating any transaction contemplated hereby or thereby, and agrees to commence any such action only in such courts. Each party further agrees that service of any way process, summons, notice or document by registered mail to this such party’s respective address set forth in the Asset Purchase Agreement shall be brought effective service of process for any such action. Each party hereto irrevocably and enforced in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby unconditionally waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions laying of venue of any action arising out of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act Agreement or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought transactions contemplated hereby in federal such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) such court that any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (an “enforcement action”)WHETHER BASED ON CONTRACT, and (yTORT OR OTHERWISE) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the WarrantsARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Applicable Law; Jurisdiction. The validity(a) This Agreement (and any Action arising out of or related hereto or the Contemplated Transactions or to the inducement of any Party to enter herein, interpretationwhether for breach of contract, tortious conduct or otherwise and performance of this Agreement and the Warrants whether predicated on common law, statute or otherwise) shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, Delaware without giving effect regard to conflicts the Laws of law principles the State of Delaware or any other jurisdiction that would result in call for the application of the substantive laws Laws of another jurisdiction. any jurisdiction other than the State of Delaware. (b) The Company hereby agrees Parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any action, proceeding or claim against it Actions among any of the Parties arising out of or relating related to this Agreement, any Transaction Document or the Contemplated Transactions shall be in the Court of Chancery in the City of Wilmington, New Castle County, Delaware, except where such court lacks subject matter jurisdiction. In such event, the Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The Parties irrevocably submit to the jurisdiction of such courts solely in respect of any way disputes between them arising out of or related to this Agreement or the Contemplated Transactions. The Parties further agree that no Party shall bring suit with respect to any disputes arising out of or related to this Agreement or the Contemplated Transactions in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of any Party to obtain execution of a judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any Party in any Action contemplated above shall be brought conclusive and may be enforced in any other jurisdiction within or outside the courts U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the City fact and amount of New Yorksuch judgment. (c) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, County attachment prior to judgment, attachment in aid of New Yorkexecution, State of New York, the United States District Court for the Southern District of New York execution or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (iiotherwise) with respect to suits brought itself or its property, each such Party hereby irrevocably (i) waives such immunity in federal courts, any duty or liability created by the Securities Act or the rules respect of its obligations with respect to this Agreement and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iiiii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed submits to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York each court described in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”Section 10.06(b), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The validityparties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees that any action, interpretationsuit or other Legal Proceeding arising out of or relating to this Agreement, and the negotiation, execution or performance of this Agreement and or arising out of or relating to the Warrants transactions contemplated by this Agreement (a “Proceeding”) shall be governed commenced and conducted exclusively in all respects the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware lacks jurisdiction, the United States District Court for the District of Delaware or the Superior Court of the State of Delaware (Complex Commercial Division), and each of the parties hereby irrevocably and unconditionally: (a) consents to submit to the exclusive jurisdiction of such courts for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (b) waives any objection to the laying of venue of any Proceeding in such courts; (c) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any such court has been brought in an improper or otherwise inconvenient forum; and (d) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees: (i) to the extent such party is not otherwise subject to service of process in 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 (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the laws United States Postal Service constituting evidence of valid service, and that service made pursuant to clauses (i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby further agree that (x) any claims brought against any Debt Financing Source will be governed by, and construed and enforced in accordance with, the internal Laws of the State of New York, without giving effect to conflicts of law conflict-of-laws principles that would result in might require the application of the substantive laws Laws of another jurisdiction. The Company any other jurisdiction and (y) no party will, and no party will permit any of its respective Affiliates to, bring or support any legal action or proceeding against any Debt Financing Source in any way relating to this Agreement (or any of the transactions contemplated hereby agrees that or thereby), including any action, proceeding or claim against it dispute arising out of or relating in any way to this Agreement shall be brought and enforced any Debt Financing Document or the Debt Financing or the performance thereof, in any forum other than any New York State court sitting in the courts borough of Manhattan, or, if, under applicable Law, exclusive jurisdiction is vested in the City of New York, County of New York, State of New Yorkfederal courts, the United States District Court for the Southern District of New York or the federal district (and appellate courts thereof), and each of the United States, parties hereto hereby consents to the exclusive jurisdiction of such courts (and irrevocably submits to of the appropriate appellate courts) in any such jurisdiction, which jurisdiction shall be exclusive. The Company hereby action or proceeding and waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsvenue laid therein.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York, York or the United States District Court for the Southern District of New York or the federal district courts of the United StatesYork, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the WarrantsWarrant holder, such Warrant holder of the Warrants shall be deemed to have consented to to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder of the Warrants in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such holders of the Warrantswarrant holder.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this This Agreement and the Warrants shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, without giving effect regard to conflicts principles of law principles conflict of laws. The Parties hereby declare that would result in it is their intention that this Agreement shall be regarded as made under the application Laws of the substantive laws State of another jurisdictionNew York and that the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. The Company hereby Each of the Parties agrees that any action, suit or proceeding or claim against it arising out of or relating in any way to the transactions contemplated by this Agreement (a “Proceeding”) shall be brought commenced and enforced conducted exclusively in the federal or state courts in the Southern District of the City of New York, County of New York, State of New York, and each of the United States District Court for Parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the Southern District of the State of New York or the federal district courts of the United Statesfor any Proceeding (and each Party agrees not to commence any Proceeding, and irrevocably submits to except in such jurisdiction, which jurisdiction shall be exclusive. The Company hereby courts); (ii) waives any objection to such exclusive jurisdiction and that such the laying of venue of any Proceeding in the federal or state courts represent an inconvenient forum. Notwithstanding in the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 Southern District of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 State of the Securities Act creates concurrent jurisdiction for federal and state courts or New York; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court in the Southern District of the State of New York has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other claim for which the federal district courts forum. Each of the United States Parties hereby irrevocably and unconditionally agrees: (1) to the extent such Party is not otherwise subject to service of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest process in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City State of New York, County of New York, to appoint and maintain an agent in the State of New York or as such Party’s agent for acceptance of legal process and (2) that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States District Court for Postal Service constituting evidence of valid service, and that service made pursuant to clause (1) or (2) above shall have the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, same legal force and effect as if served upon such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located Party personally within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the WarrantsYork.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company PubCo hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company PubCo hereby waives any objection to such exclusive jurisdiction and any argument that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.33.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretation, (a) This Agreement (and performance any claims or disputes arising out of this Agreement and or related hereto or the Warrants transactions contemplated hereby) shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, Delaware without giving effect regard to conflicts the Laws of law principles the State of Delaware or any other jurisdiction that would result in call for the application of the substantive laws Laws of another jurisdiction. any jurisdiction other than the State of Delaware. (b) The Company hereby agrees parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any action, proceeding or claim against it disputes among any of the parties arising out of or relating in any way related to this Agreement or the transactions contemplated by this Agreement shall be brought and enforced in the courts Court of Chancery in the City of Wilmington, New YorkCastle County, County of New YorkDelaware, State of New Yorkexcept where such court lacks subject matter jurisdiction. In such event, the United States District Court for the Southern District of New York or Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any action, suit or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the United Statesfact and amount of such judgment. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, and irrevocably submits attachment prior to such jurisdictionjudgment, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoingattachment in aid of execution, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability execution or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (iiotherwise) with respect to suits brought itself or its property, each such party hereby irrevocably (i) waives such immunity in federal courts, any duty or liability created by the Securities Act or the rules respect of its obligations with respect to this Agreement and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iiiii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed submits to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York each court described in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”Section 9.06(b), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement 0.9.11.1 As a material inducement to the Agent and the Warrants Lenders to enter into this Agreement, the Borrower acknowledges and agrees that the Financing Documents, including, this Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrower, one or more of the Financing Documents may be executed elsewhere. The Agent and the Lenders acknowledge, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 0.9.11.2 The Borrower irrevocably submits to the jurisdiction of New York, without giving effect to conflicts of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. The Borrower irrevocably waives, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrower and may be enforced in any court in which the Borrower is subject to enforce jurisdiction, by a suit upon such judgment, PROVIDED that service of process is effected upon the forum provisions Borrower in one of the manners specified in this Section or as otherwise permitted by applicable Laws. 0.9.11.3 The Borrower hereby irrevocably designates and appoints The Corporation Trust, Incorporated, 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, as the Borrower's authorized agent to receive on the Borrower's behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, the Borrower shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 0.9.11.4 The Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrower at the Borrower's address designated in or pursuant to Section 9.1 hereof, and (yii) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrower as the Borrower's agent for service of process made by or pursuant to this Section. The Borrower irrevocably agrees that such service (i) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrower in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrower. Nothing in this Section shall affect the right of the Agent to serve process in any manner otherwise permitted by law or limit the right of the Agent otherwise to bring proceedings against the Borrower in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.

Applicable Law; Jurisdiction. The validity, interpretation, interpretation and performance of this Warrant Agreement and of the Warrants Warrant Certificates shall be governed in all respects by accordance with the laws of the State of New YorkDelaware, without giving effect to the principles of conflicts of law principles that would result in Laws thereof. The parties hereto irrevocably consent to the application exclusive jurisdiction of the substantive laws courts of another jurisdiction. The Company hereby agrees that the State of Delaware and any federal court located in such state in connection with any action, suit or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced Warrant Agreement. Each party agrees to commence any such suit, action or proceeding either in the courts Court of Chancery of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York Delaware or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts court of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest located in the Warrants shall be deemed State of Delaware. Each party hereto hereby irrevocably waives, and agrees not to have notice assert, by way of and motion, as a defense, counterclaim or otherwise, in any suit, action or proceeding with respect to have consented this Warrant Agreement, any claim that it is not personally subject to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state above-named courts for any reason other than the failure to serve process in accordance with this Section 7.14, that its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and federal courts located within to the State of New York fullest extent permitted by applicable law, that the suit, action or the United States District Court for the Southern District of New York in connection with any action brought proceeding in any such court is brought in an inconvenient forum, or that this Warrant Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to enforce the forum provisions (an “enforcement action”)fullest extent permitted by applicable law, and (y) the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party irrevocably consents to the service of process made upon such holder out of any of the Warrants aforementioned courts in any such enforcement suit, action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to such party at its mailing address determined in accordance with this Warrant Agreement, such service of process to be effective upon acknowledgment of receipt of such holder’s counsel registered mail. Nothing herein shall affect the right of any party to serve process in the foreign action as agent for such holders of the Warrantsany other manner permitted by law.

Applicable Law; Jurisdiction. The validity, interpretationThis Agreement, and performance of any claim, controversy or dispute relating to or arising under this Agreement and the Warrants shall Agreement, will be governed by and construed in all respects by accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Any legal suit, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, action or proceeding or claim against it arising out of or relating in any way to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be brought and enforced instituted in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest located in the Warrants shall be deemed to have notice Borough of and to have consented to the forum provisions Manhattan in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New YorkYork or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, 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 such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or 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 Sven (Xxxx) Xxxxxxxx, M.D. (the “Authorized Agent”), who currently maintains an office at 000 Xxxx Xx. Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx, Xxxxxx Xxxxxx of America, as its agent upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, State by any Underwriter, the directors, officers, employees, affiliates and agents of New York any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. With respect to any Related Proceeding, each party irrevocably waives, to the 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 Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States District Court for the Southern District Foreign Sovereign Immunities Act of New York (a “foreign action”) in the name of any holder of the Warrants1976, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsamended.

Applicable Law; Jurisdiction. The validity8.9.1 As a material inducement to the Lender to enter into this Agreement, interpretationthe Borrowers acknowledge and agree that the Financing Documents, and performance of including, this Agreement and the Warrants Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrowers, one or more of the Financing Documents may be executed elsewhere. The Lender acknowledges, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 8.9.2 Each Borrower irrevocably submits to the jurisdiction of New York, without giving effect to conflicts of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. Each Borrower irrevocably waives, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrowers and may be enforced in any court in which any Borrower is subject to enforce jurisdiction, by a suit upon such judgment, provided that service of process is effected upon such Borrower in one of the forum provisions manners specified in this Section or as otherwise permitted by applicable Laws. 8.9.3 Each Borrower hereby irrevocably designates and appoints The Corporation Trust, Incorporated, 32 South Street, Baltimore, Marylxxx 00000, xx xxxx Xxxxxxxx'x xxxxxxxxxx xgent to receive on such Borrower's behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, the Borrowers shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Lender and shall promptly deliver to the Lender evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 8.9.4 Each Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrowers at the Borrowers' address designated in or pursuant to Section 8.1 hereof, and (yii) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrowers as the Borrowers' agent for service of process made by or pursuant to this Section. The Borrowers irrevocably agree that such service (i) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrowers in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrowers. Nothing in this Section shall affect the right of the Lender to serve process in any manner otherwise permitted by law or limit the right of the Lender otherwise to bring proceedings against any or all of the Borrowers in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this This Agreement and the Warrants shall be governed by, and construed in all respects by accordance with, the laws Delaware Act and the other Laws of the State of New YorkDelaware, without giving effect to conflicts any choice of Law or conflict of law principles rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the substantive laws Laws of another jurisdictionany jurisdiction other than the State of Delaware. The Company hereby agrees Any dispute relating hereto shall be heard first in the Delaware Court of Chancery, and, if applicable, in any state or federal court located in Delaware in which appeal from the Court of Chancery may validly be taken under the Laws of the State of Delaware (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties, and any Member pursuant to this Agreement, by acceptance of the rights and benefits thereof, agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any actionProceeding seeking to enforce any provision of, proceeding or claim against it based on any matter arising out of or relating in connection with, this Agreement, the other agreements referred to herein, the Membership Interests, NGR Management, the Members, any way Manager, or the transactions contemplated hereby or by any matters related to this Agreement the foregoing (the “Applicable Matters”) shall be brought and enforced exclusively in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United Statesa Chosen Court, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives that any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions Proceeding arising out of this paragraph will not apply to suits brought to enforce (i) any liability Agreement or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants Applicable Matter shall be deemed to have notice arisen from a transaction of and to have consented to the forum provisions business in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York Delaware, and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such Proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by Law, any objection that such Person may now or hereafter have to the United States District laying of the venue of any such Proceeding in any such Chosen Court for the Southern District of New York in connection with or that any action such Proceeding brought in any such court Chosen Court has been brought in an inconvenient forum. Such Persons further covenant not to bring a Proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Process in any such Proceeding may be served on any Person with respect to such Applicable Matters anywhere in the forum provisions (an “enforcement action”)world, and (y) having whether within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process made upon on such holder party as provided in Section 13.10 shall be deemed effective service of the Warrants in any process on such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the WarrantsPerson.

Applicable Law; Jurisdiction. The validity, interpretation, interpretation and performance of this Warrant Agreement and the Warrants of any Warrant Certificates shall be governed in all respects by accordance with the laws of the State of New YorkDelaware, without giving effect to the principles of conflicts of law principles that would result in Laws thereof. The parties hereto irrevocably consent to the application exclusive jurisdiction of the substantive laws courts of another jurisdiction. The Company hereby agrees that the State of Delaware and any federal court located in such state in connection with any action, suit or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced Warrant Agreement. Each party agrees to commence any such suit, action or proceeding either in the courts Court of Chancery of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York Delaware or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts court of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest located in the Warrants shall be deemed State of Delaware. Each party hereto hereby irrevocably waives, and agrees not to have notice assert, by way of and motion, as a defense, counterclaim or otherwise, in any suit, action or proceeding with respect to have consented this Warrant Agreement, any claim that it is not personally subject to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state above-named courts for any reason other than the failure to serve process in accordance with this Section 7.14, that its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and federal courts located within to the State of New York fullest extent permitted by applicable law, that the suit, action or the United States District Court for the Southern District of New York in connection with any action brought proceeding in any such court is brought in an inconvenient forum, or that this Warrant Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to enforce the forum provisions (an “enforcement action”)fullest extent permitted by applicable law, and (y) the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party irrevocably consents to the service of process made upon such holder out of any of the Warrants aforementioned courts in any such enforcement suit, action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to such party at its mailing address determined in accordance with this Warrant Agreement, such service of process to be effective upon acknowledgment of receipt of such holder’s counsel registered mail. Nothing herein shall affect the right of any party to serve process in the foreign action as agent for such holders of the Warrantsany other manner permitted by law.

Applicable Law; Jurisdiction. The validity(a) This Agreement (and any claims or disputes arising out of or related hereto or the transactions contemplated hereby or to the inducement of any party to enter herein, interpretationwhether for breach of contract, tortious conduct or otherwise and performance of this Agreement and the Warrants whether predicated on common law, statute or otherwise) shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, Delaware without giving effect regard to conflicts the Laws of law principles the State of Delaware or any other jurisdiction that would result in call for the application of the substantive laws Laws of another jurisdiction. any jurisdiction other than the State of Delaware. (b) The Company hereby agrees parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any action, proceeding or claim against it disputes among any of the parties arising out of or relating in any way related to this Agreement or the transactions contemplated by this Agreement shall be brought and enforced in the courts Court of Chancery in the City of Wilmington, New YorkCastle County, County of New YorkDelaware, State of New Yorkexcept where such court lacks subject matter jurisdiction. In such event, the United States District Court for the Southern District of New York or Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the United Statesfact and amount of such judgment. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, and irrevocably submits attachment prior to such jurisdictionjudgment, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoingattachment in aid of execution, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability execution or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (iiotherwise) with respect to suits brought itself or its property, each such party hereby irrevocably (i) waives such immunity in federal courts, any duty or liability created by the Securities Act or the rules respect of its obligations with respect to this Agreement and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iiiii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed submits to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York each court described in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”Section 9.6(b), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The All questions concerning the construction, validity, interpretation, enforcement and performance interpretation of this Agreement and the Warrants Warrant shall be governed by and construed and enforced in all respects by accordance with the internal laws of the State Sate of New York, without giving effect regard to the principles of conflicts of law principles thereof, except to the extent that would result in the application Delaware General Corporation Lxx is mandatorily applicable. The Company, and by its acceptance of this Warrant, the Holder, each hereby (a) agrees that all legal proceedings concerning the interpretations, enforcement and defense of the substantive laws of another jurisdiction. The Company hereby agrees that any actiontransactions contemplated by this Warrant (whether brought against such party or its respective affiliates, proceeding directors, officers, shareholders, employees or claim against it arising out of or relating in any way to this Agreement agents) shall be brought and enforced commenced exclusively in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within sitting in the State city of New York, borough of Manhattan (“New York or Courts”); (b) irrevocably submits to the United States District Court exclusive jurisdiction of the New York Courts for the Southern District adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such New York in connection with any action brought Court or that the New York Courts are an improper or inconvenient venue for such proceeding; (c) irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to enforce such party at the forum provisions address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof; (an “enforcement action”)d) waives all rights to a trial by jury, and (ye) having service of process made upon such holder agrees that if either party shall commence an action or proceeding to enforce any provisions of the Warrants Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Nothing contained herein shall be deemed to limit in any such enforcement action way any right to serve process in any manner permitted by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantslaw.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement 0.9.11.1 As a material inducement to the Agent and the Warrants Lenders to enter into this Agreement, the Borrower acknowledges and agrees that the Financing Documents, including, this Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrower, one or more of the Financing Documents may be executed elsewhere. The Agent and the Lenders acknowledge, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 0.9.11.2 The Borrower irrevocably submits to the jurisdiction of New York, without giving effect to conflicts of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. The Borrower irrevocably waives, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrower and may be enforced in any court in which the Borrower is subject to enforce jurisdiction, by a suit upon such judgment, PROVIDED that service of process is effected upon the forum provisions Borrower in one of the manners specified in this Section or as otherwise permitted by applicable Laws. 0.9.11.3 The Borrower hereby irrevocably designates and appoints The Corporation Trust, Incorporated, 32 South Street, Baltimore, Maryxxxx 00000, xx xxx Xxxxxxxx'x xxxxxxxxxx agent to receive on the Borrower's behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, the Borrower shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 0.9.11.4 The Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrower at the Borrower's address designated in or pursuant to Section 9.1 hereof, and (yii) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrower as the Borrower's agent for service of process made by or pursuant to this Section. The Borrower irrevocably agrees that such service (i) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrower in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrower. Nothing in this Section shall affect the right of the Agent to serve process in any manner otherwise permitted by law or limit the right of the Agent otherwise to bring proceedings against the Borrower in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Pledge Agreement and the Warrants shall be governed by, and construed and interpreted in all respects by accordance with, the laws of the State of New York, without giving effect York applicable to conflicts of law principles that would result in contracts to be wholly performed within such state. (b) Any legal action or proceeding against the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way Pledgor with respect to this Pledge Agreement shall may be brought and enforced in the courts of the City State of New York, York in the County of New York, State York or of New York, the United States District Court for the Southern District of New York or and, by execution and delivery of this Pledge Agreement, the federal district courts Pledgor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the United Statesaforesaid courts. The Pledgor agrees that a judgement, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding on the Pledgor, and irrevocably submits to may be enforced in any other jurisdiction by a suit upon such jurisdictionjudgment, a certified copy of which jurisdiction shall be exclusiveconclusive evidence of the judgement. The Company Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Pledgor, such service to become effective 10 days after such mailing. Nothing herein shall affect the right of the Pledgee to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Pledgor in any other jurisdiction. (c) The Pledgor hereby irrevocably waives any objection which it may now or hereafter have to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions laying of this paragraph will not apply to suits brought to enforce (i) venue of any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty aforesaid actions or liability created by the Securities Act proceedings arising out of or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with this Pledge Agreement brought in the courts referred to in clause (b) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court to enforce the forum provisions (has been brought in an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsinconvenient forum.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement 9.12.1 As a material inducement to the Agent and the Warrants Lenders to enter into this Agreement, the Borrowers acknowledge and agree that the Financing Documents, including, this Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrowers, one or more of the Financing Documents may be executed elsewhere. The Agent and the Lenders acknowledge, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 9.12.2 The Borrowers irrevocably submit to the jurisdiction of New York, without giving effect to conflicts of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. The Borrowers irrevocably waive, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United Statesvenue of any such suit, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability action or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits proceeding brought in federal courtsany 173 such court and any claim that any such suit, any duty action or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrowers and may be enforced in any court in which the Borrowers are subject to enforce jurisdiction, by a suit upon such judgment, PROVIDED that service of process is effected upon the forum provisions Borrowers in one of the manners specified in this Section or as otherwise permitted by applicable Laws. 9.12.3 The Borrowers hereby irrevocably designate and appoint The Corporation Trust, Incorporated, 32 Sxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, xx the Borrowers' authorized agent to receive on the Borrowers' behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, the Borrowers shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 9.12.4 The Borrowers hereby consent to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt re quested, to the Borrowers at the Borrowers' address designated in or pursuant to Section 9.1 hereof, and (yii) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrowers as the Borrower's agent for service of process made by or pursuant to this Section. The Borrowers irrevocably agree that such service (i) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrowers in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrowers. Nothing in this Section shall affect the right of the Agent to serve process in any manner otherwise permitted by law or limit the right of the Agent otherwise to bring proceedings against the Borrowers in the foreign action as agent for such holders courts of the Warrants.any jurisdiction or jurisdictions. 174

Applicable Law; Jurisdiction. The validity, interpretationThis Agreement shall be governed by and construed in accordance with the internal substantive law, and performance not the choice of law rules, of the State of New York; provided, however, if any provision(s) of this Agreement and would violate or have the Warrants shall be governed in all respects by effect of violating the laws of the State of New York, without giving effect to conflicts of law principles that would result in York but not the application laws of the substantive state of the Provider’s domicile then, with respect to such provision(s), the laws of another jurisdictionthe state of the Provider’s domicile shall apply. The Company Provider hereby consents to, and agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in submit to the courts jurisdiction of the City Supreme Court of New York, County of New York, the State of New York, York and the United States District Court for the Southern District of New York or the federal district courts of the United StatesYork, and irrevocably submits to such jurisdictionagrees, which jurisdiction shall be exclusive. The Company hereby waives at the Buyer’s election, that any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions legal action or proceeding arising out of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits this Agreement shall be brought in federal courts, any duty or liability created by the Securities Act or Provider and the rules and regulations thereunder for which Section 22 Buyer in the Supreme Court of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or in the United States District Court for the Southern District of New York, in each case, that are located in New York (a “foreign action”) County, as the Buyer shall elect. Each of the parties hereto irrevocably consents to the service of any and all process in any such action or proceeding brought in the name Supreme Court of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York by the delivery of copies of such process to such party at its address specified below its signature. The Provider hereby irrevocably and unconditionally waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing or maintaining of any such action or proceeding in connection with any action brought the Supreme Court of the State of New York or in the United States District Court for the Southern District of New York, in each case, that are located in New York County, as the Buyer shall elect. Nothing herein shall affect the right of the Buyer to serve process in any such court to enforce other manner permitted by law or otherwise proceed against the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants Provider in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsother jurisdiction.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this This Agreement and the Warrants shall be governed by, and construed in all respects by accordance with, the laws Delaware Act and the other Laws of the State of New YorkDelaware, without giving effect to conflicts any choice of Law or conflict of law principles rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the substantive laws Laws of another jurisdictionany jurisdiction other than the State of Delaware. The Company hereby agrees Any dispute relating hereto shall be heard first in the Delaware Court of Chancery, and, if applicable, in any state or federal court located in Delaware in which appeal from the Court of Chancery may validly be taken under the Laws of the State of Delaware (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties, and any Member pursuant to this Agreement, by acceptance of the rights and benefits thereof, agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any actionProceeding seeking to enforce any provision of, proceeding or claim against it based on any matter arising out of or relating in connection with, this Agreement, the other agreements referred to herein, the Membership Interests, NGR Management, the Members, any way Manager, or the transactions contemplated hereby or by any matters related to this Agreement the foregoing (the “Applicable Matters”) shall be brought and enforced exclusively in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United Statesa Chosen Court, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives that any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions Proceeding arising out of this paragraph will not apply to suits brought to enforce (i) any liability Agreement or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants Applicable Matter shall be deemed to have notice arisen from a transaction of and to have consented to the forum provisions business in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York Delaware, and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such Proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by Law, any objection that such Person may now or hereafter have to the United States District laying of the venue of any such Proceeding in any such Chosen Court for the Southern District of New York in connection with or that any action such Proceeding brought in any such court Chosen Court has been brought in an inconvenient forum. Such Persons further covenant not to bring a Proceeding with respect to the Applicable 13 NTD: To be included in Article 6 Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Process in any such Proceeding may be served on any Person with respect to such Applicable Matters anywhere in the forum provisions (an “enforcement action”)world, and (y) having whether within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process made upon on such holder party as provided in Section 13.10 shall be deemed effective service of the Warrants in any process on such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the WarrantsPerson.

Applicable Law; Jurisdiction. The validity8.11.1 As a material inducement to the Lender to enter into this Agreement, interpretationthe Borrower acknowledges and agrees that the Financing Documents, and performance of including, this Agreement and the Warrants Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrower, one or more of the Financing Documents may be executed elsewhere. The Lender acknowledges, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 8.11.2 The Borrower irrevocably submits to the jurisdiction of New York, without giving effect to conflicts of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. The Borrower irrevocably waives, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrower and may be enforced in any court in which the Borrower is subject to enforce jurisdiction, by a suit upon such judgment, PROVIDED that service of process is effected upon the forum provisions Borrower in one of the manners specified in this Section or as otherwise permitted by applicable Laws. 8.11.3 The Borrower hereby irrevocably designates and appoints The Corporation Trust, Incorporated, 32 Sxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, xx the Borrower's authorized agent to receive on the Borrower's behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, the Borrower shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Lender and shall promptly deliver to the Lender evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 8.11.4 The Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)a) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrower at the Borrower's address designated in or pursuant to Section hereof, and (yb) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrower as the Borrower's agent for service of process made by or pursuant to this Section. The Borrower irrevocably agrees that such service (y) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrower in any such enforcement suit, action or proceeding, and (z) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrower. Nothing in this Section shall affect the right of the Lender to serve process in any manner otherwise permitted by law or limit the right of the Lender other- wise to bring proceedings against the Borrower in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York, York or the United States District Court for the Southern District of New York or the federal district courts of the United StatesYork, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the WarrantsWarrant holder, such Warrant holder of the Warrants shall be deemed to have consented to to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder of the Warrants in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such holders of the Warrantswarrant holder.

Applicable Law; Jurisdiction. The validity, interpretationThis Agreement, and performance of any claim, controversy or dispute relating to or arising under this Agreement and the Warrants shall Agreement, will be governed by and construed in all respects by accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Any legal suit, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, action or proceeding or claim against it arising out of or relating in any way to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be brought and enforced instituted in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest located in the Warrants shall be deemed to have notice Borough of and to have consented to the forum provisions Manhattan in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New YorkYork or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, 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 such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or 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 Sven (Xxxx) Xxxxxxxx, M.D. (the “Authorized Agent”), which currently maintains an office at 000 Xxxx Xx. Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx, Xxxxxx Xxxxxx of America, as its agent upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, State by any Underwriter, the directors, officers, employees, affiliates and agents of New York any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. With respect to any Related Proceeding, each party irrevocably waives, to the 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 Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States District Court for the Southern District Foreign Sovereign Immunities Act of New York (a “foreign action”) in the name of any holder of the Warrants1976, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsamended.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement 9.11.1 As a material inducement to the Agent and the Warrants Lenders to enter into this Agreement, the Borrower acknowledges and agrees that the Financing Documents, including, this Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrower, one or more of the Financing Documents may be executed elsewhere. The Agent and the Lenders acknowledge, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 9.11.2 The Borrower irrevocably submits to the jurisdiction of New York, without giving effect to conflicts of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. The Borrower irrevocably waives, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrower and may be enforced in any court in which the Borrower is subject to enforce jurisdiction, by a suit upon such judgment, PROVIDED that service of process is effected upon the forum provisions Borrower in one of the manners specified in this Section or as otherwise permitted by applicable Laws. 9.11.3 The Borrower hereby irrevocably designates and appoints The Corporation Trust, Incorporated, 32 South Stxxxx, Xxxxxxxxx, Xxxxxxxx 00000, xx xxx Xxrrower's authorized agent to receive on the Borrower's behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, the Borrower shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 9.11.4 The Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrower at the Borrower's address designated in or pursuant to Section 9.1 hereof, and (yii) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrower as the Borrower's agent for service of process made by or pursuant to this Section. The Borrower irrevocably agrees that such service (i) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrower in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrower. Nothing in this Section shall affect the right of the Agent to serve process in any manner otherwise permitted by law or limit the right of the Agent otherwise to bring proceedings against the Borrower in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Pledge Agreement and the Warrants shall be governed by, and construed and interpreted in all respects by accordance with, the laws of the State of New York, without giving effect York applicable to conflicts of law principles that would result in contracts to be wholly performed within such state. (b) Any legal action or proceeding against the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way Pledgor with respect to this Pledge Agreement shall may be brought and enforced in the courts of the City State of New York, York in the County of New York, State York or of New York, the United States District Court for the Southern District of New York or and, by execution and delivery of this Pledge Agreement, the federal district courts Pledgor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the United Statesaforesaid courts. The Pledgor agrees that a judgement, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding the Pledgor, and irrevocably submits to may be enforced in any other jurisdiction by a suit upon such jurisdictionjudgment, a certified copy of which jurisdiction shall be exclusiveconclusive evidence of the judgement. The Pledgor hereby irrevocably designates, appoints and empowers Corporation Service Company with offices on the date hereof at Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Pledgor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Bond Trustee. The Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the pledgor at its address set forth in SECTION 16, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Funding Company to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Pledgor in any other jurisdiction. (c) The Pledgor hereby irrevocably waives any objection which it may now or hereafter have to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions laying of this paragraph will not apply to suits brought to enforce (i) venue of any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty aforesaid actions or liability created by the Securities Act proceedings arising out of or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with this Pledge Agreement or any other Finance Document brought in the courts referred to in clause (b) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court to enforce the forum provisions (has been brought in an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsinconvenient forum.

Applicable Law; Jurisdiction. The validityAs a material inducement to the Lender to enter into this Agreement, interpretationthe Borrowers acknowledge and agree that the Financing Documents, and performance of including, this Agreement and the Warrants Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrowers, one or more of the Financing Documents may be executed elsewhere. The Lender acknowledges, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. (a) The Borrowers irrevocably submit to the jurisdiction of New Yorkany federal court sitting in Maryland and to the jurisdiction of any state or federal court sitting in California over any suit, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New Yorkother Financing Documents. Each Borrower irrevocably waives, County of New Yorkto the fullest extent permitted by law, State of New York, any objection that it may now or hereafter have to the United States District Court for the Southern District of New York or the federal district courts laying of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrowers and may be enforced in any court in which the Borrowers are subject to enforce jurisdiction, by a suit upon such judgment, provided that service of process is effected upon the forum provisions Borrowers in one of the manners specified in this Section or as otherwise permitted by applicable Laws. (an “enforcement action”)b) The Borrower hereby irrevocably designates and appoints in Maryland CT Corporation System, Inc., Xxxxxxxxx, Xxxxxxxx 00000, as each Borrower's authorized agent to receive on each Borrower's behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section in any state or federal court sitting in the State. If such agent shall cease so to act, each Borrower shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Lender and shall promptly deliver to the Lender evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. (c) The Borrowers hereby consent to process being served in any suit, action or proceeding of the nature referred to in this Section by (i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrowers at the Borrowers' address designated in or pursuant to Section 8.1 hereof, and (yii) having serving a copy thereof upon the agent, if any, designated and appointed by the Borrowers as the Borrowers' agent for service of process made by or pursuant to this Section. The Borrowers irrevocably agree that such service (i) shall be deemed in every respect effective service of process upon such holder of the Warrants Borrowers in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel the Borrowers. Nothing in this Section shall affect the right of the Lender to serve process in any manner otherwise permitted by law or limit the right of the Lender otherwise to bring proceedings against the Borrowers in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.

Applicable Law; Jurisdiction. The validity, interpretationThis Agreement, and performance of any claim, controversy or dispute relating to or arising under this Agreement and the Warrants shall Agreement, will be governed by and construed in all respects by accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. Any legal suit, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, action or proceeding or claim against it arising out of or relating in any way to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be brought and enforced instituted in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest located in the Warrants shall be deemed to have notice Borough of and to have consented to the forum provisions Manhattan in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New YorkYork or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, 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 such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or 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 Merus U.S. Inc. (the “Authorized Agent”), which currently maintains an office at 000 Xxxx Xx. Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx, Xxxxxx Xxxxxx of America, as its agent upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, State by any Underwriter, the directors, officers, employees, affiliates and agents of New York any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. With respect to any Related Proceeding, each party irrevocably waives, to the 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 Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States District Court for the Southern District Foreign Sovereign Immunities Act of New York (a “foreign action”) in the name of any holder of the Warrants1976, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsamended.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this (a) This Agreement and the Warrants shall be governed by and construed in all respects by accordance with the laws Laws of the State of New York, Delaware without giving effect regard to conflicts the Laws of law principles the State of Delaware or any other jurisdiction that would result in call for the application of the substantive laws Laws of another jurisdiction. any jurisdiction other than the State of Delaware. (b) The Company hereby agrees parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any action, proceeding or claim against it disputes among any of the parties arising out of or relating in any way related to this Agreement or the transactions contemplated by this Agreement shall be brought and enforced in the courts Court of Chancery in the City of Wilmington, New YorkCastle County, County of New YorkDelaware, State of New Yorkexcept where such court lacks subject matter jurisdiction. In such event, the United States District Court for the Southern District of New York or Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any action, suit or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the United Statesfact and amount of such judgment. (c) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, and irrevocably submits attachment prior to such jurisdictionjudgment, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoingattachment in aid of execution, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability execution or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (iiotherwise) with respect to suits brought itself or its property, each such party hereby irrevocably (i) waives such immunity in federal courts, any duty or liability created by the Securities Act or the rules respect of its obligations with respect to this Agreement and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iiiii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed submits to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York each court described in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”Section 8.06(b), and (y) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

Applicable Law; Jurisdiction. The validityThis Agreement and all actions (whether at law, interpretationin contract, and in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement and Agreement, the Warrants Offer or the Merger shall be governed by, and construed in all respects by accordance with, the laws of the State of New YorkDelaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles that would result laws. All actions and proceedings (whether at law, in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any actioncontract, proceeding in tort or claim against it otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any way such action or proceeding and irrevocably waive the defense of an inconvenient forum to this Agreement the maintenance of any such action or proceeding. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such action or proceeding shall be brought conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Notwithstanding anything herein to the contrary, each party hereto further agrees that New York State or United States federal courts sitting in the borough of the Manhattan, City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such have exclusive jurisdiction over any action (whether at law or at equity and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits whether brought to enforce (i) by any liability party hereto or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts person) brought against any arranger, Lender or other provider of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York Debt Financing in connection with the Debt Financing or this Agreement, and that no party hereto will bring, or permit any of their affiliates to bring, any such action brought in any such court to enforce the forum provisions other court. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (an “enforcement action”)WHETHER AT LAW, and (yIN CONTRACT, IN TORT OR OTHERWISE) having service of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the WarrantsARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN ANY ACTION RELATING TO THE DEBT FINANCING OR INVOLVING ANY ARRANGER, LENDER OR OTHER PROVIDER THEREOF.

Applicable Law; Jurisdiction. The validity, interpretation, and performance of this Agreement 8.11.1 As a material inducement to the Agent and the Warrants Lenders to enter into this Agreement, the Borrowers acknowledge and agree that the Financing Documents, including, this Agreement, shall be governed in all respects by the Laws of the State, as if each of the Financing Documents and this Agreement had each been executed, delivered, administered and performed solely within the State even though for the convenience and at the request of the Borrowers, one or more of the Financing Documents may be executed elsewhere. The Agent and the Lenders acknowledge, however, that remedies under certain of the Financing Documents which relate to property outside the State may be subject to the laws of the State state in which the property is located. 8.11.2 Each of New York, without giving effect the Borrowers irrevocably submit to conflicts the jurisdiction of law principles that would result any state or federal court sitting in the application of the substantive laws of another jurisdiction. The Company hereby agrees that State over any actionsuit, action or proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts or any of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts other Financing Documents. Each of the United StatesBorrowers irrevocably waive, and irrevocably submits to such jurisdictionthe fullest extent permitted by law, which jurisdiction shall be exclusive. The Company hereby waives any objection that it may now or hereafter have to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 laying of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name venue of any holder of the Warrantssuch suit, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York action or the United States District Court for the Southern District of New York in connection with any action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrowers, jointly and severally, and may be enforced in any court in which any of the Borrowers are subject to enforce jurisdiction, by a suit upon such judgment, PROVIDED that service of process is effected upon the forum provisions Borrowers in one of the manners specified in this Section or as otherwise permitted by applicable Laws. 8.11.3 Each of the Borrowers hereby irrevocably designates and appoints The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202, as such Borrowxx'x xxxxxxxxxx xxxxx xx xxxxxxx xx xxxx Borrowers' behalf service of any and all process that may be served in any suit, action or proceeding of the nature referred to in this Section, including, but not limited to, any demands for arbitration, in any state or federal court sitting in the State or before Judicial Arbitration and Mediation Services, Inc. or the American Arbitration Association. If such agent shall cease so to act, each of the Borrowers shall irrevocably designate and appoint without delay another such agent in the State satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment and its agreement that such appointment shall be irrevocable. 8.11.4 Each of the Borrowers hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section by (an “enforcement action”)i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to any of the Borrowers at such Borrower's address designated in or pursuant to Section 8.1 hereof, and (yii) having serving a copy thereof upon in accordance with applicable law, the agent, if any, designated and appointed by the Borrowers as the Borrowers' agent for service of process made upon such holder by or pursuant to this Section. Each of the Warrants Borrowers irrevocably agrees that such service (i) shall be deemed in every respect effective service of process upon all of the Borrowers in any such enforcement suit, action or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon such holder’s counsel all of the Borrowers to the extent the action is located in Maryland. Nothing in this Section shall affect the right of the Agent to serve process in any manner otherwise permitted by law or limit the right of the Agent otherwise to bring proceedings against any of the Borrowers in the foreign action as agent for such holders courts of the Warrantsany jurisdiction or jurisdictions.