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, 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, 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(a) This 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 the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this Agreement paragraph shall be brought and enforced not constitute general consents to service of process in the courts of the City of New York, County of New York, State of New York, the United States District Court Delaware and shall have no effect 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 purpose except as provided in this paragraph will and shall 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 confer rights on any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court Person 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 parties hereto. The parties agree that service of any holder court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of the Warrants, process in 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 court. The parties hereto agree that a final judgment in any such court to enforce action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of the Warrants judgment or in any such enforcement action other manner provided by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrantsapplicable Law. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH COMPANY RELATED PARTY AND EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, THE DEBT FINANCING OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING ANY LEGAL PROCEEDINGS AGAINST ANY FINANCING SOURCE.

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, 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 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 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 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, 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, interpretation, interpretation and performance of this Warrant Agreement and the Warrants 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 Court of another jurisdiction. The Company hereby agrees that Chancery of the State of Delaware sitting in Wilmington, Delaware in connection with any action, suit or proceeding or claim against it arising out of or relating to this Warrant Agreement. 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, 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 6.14, 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, interpretation, and performance of this Agreement and the Warrants This Note shall be governed and construed in all respects by accordance with the laws of the State of New York, without giving effect Michigan. Borrower hereby submits to conflicts of law principles that would result personal jurisdiction 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 state courts located in the courts of the City of New York, County of New York, State of New YorkIllinois, the United other States District Court for where the Southern District of New York or Mortgaged Property is located 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 located in said states for the sole enforcement of Borrower's obligations hexxxxxxx and exclusive forum. Any person or entity purchasing or otherwise acquiring waives any interest in and all personal rights under the Warrants shall be deemed law of any other state to have notice object to jurisdiction within such states for the purposes 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 abovesuit, is filed in a court other than a court located within the City of New York, County of New York, State of New York proceeding 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 litigation to enforce the forum provisions such obligations of Borrower. BORROWER AND LENDER HEREBY KNOWINGLX, XXXXXTARILX XXX INTENTIONALLY WAIVE ANY RIGHT THEY, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THE LOAN EVIDENCED BY THIS NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE SECURITY INSTRUMENT OR ANY OF THE OTHER SECURITY DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (an “enforcement action”), and (yWHETHER VERBAL OR WRITTEN) 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.OR ACTION OF BORROWER OR LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S MAKING OF THE LOAN SECURED XX XXE SECURITY INSTRUMENT AND THE OTHER SECURITY DOCUMENTS. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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 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 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 deemed to be made under and shall be construed in all respects by accordance with the laws of the State of New York, York without giving effect to conflicts the principals of law principles that would result in the application conflict of laws thereof. Each of the substantive laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of another jurisdiction. The Company hereby agrees that the courts sitting in New York, and any appellate court from any thereof, in respect of any action, suit or proceeding or claim against it arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit or proceeding may be heard and determined in such courts. Each of the parties hereto agrees that a final judgment in any way to this Agreement such action, suit or proceeding shall be brought conclusive and may be enforced in other jurisdictions by suit on the courts judgment or in any other manner provided by law. Each of the City of New Yorkparties hereto irrevocably and unconditionally waives, County of New Yorkto the fullest extent it may legally and effectively do so, 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 which it may now 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 hereafter have notice of and to have consented to the forum provisions in this Section 9.3. If laying of venue of any action, the subject matter suit or proceeding arising out of which is within the scope or relating to this Agreement, or in any court referred to above. Each of the parties further hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum provisions aboveto the maintenance of such action, 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 suit proceeding in any such court and waives any other right to enforce the forum provisions (an “enforcement action”)which it may be entitled on account of its place of residence or domicile. THE COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHT THE COMPANY MAY HAVE TO A TRIAL BY JURY IN ANY 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 WarrantsPROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE COMPANY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

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 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 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 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 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.