Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement is made under, and shall be governed by construed and enforced in accordance with, the Delaware Law laws of the State of Nevada applicable to agreements made and to be performed solely therein, without regard giving effect to principles of conflicts of law. Each of the parties: (i) consents to and submits to the conflicts exclusive personal jurisdiction of law principles thereof. All actions and proceedings the Eighth Judicial District Court of Clark County, Nevada (or, if that court does not have jurisdiction, the Second Judicial District Court of Washoe County, Nevada, or, if that court does not have jurisdiction, a federal court sitting in Clark County, Nevada or Washoe County, Nevada) in any action, proceeding or other Legal Proceeding arising out of or relating to this commitment letter Agreement or any of the transactions contemplated by this Agreement; (ii) agrees that all claims in respect of such action, proceeding or other Legal Proceeding shall be heard and determined in the Court any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iv) shall not bring any action, proceeding or other Legal Proceeding arising out of Chancery or relating to this Agreement or any of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) transactions contemplated by this Agreement in any such action or proceeding and irrevocably waive other court. Each of the parties waives any defense of an inconvenient forum to the maintenance of any such action or proceedingproceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING THE PARTIES HEREBY WAIVES TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION LITIGATION OR OTHER LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVEEach of the parties acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDas applicable, EXPRESSLY OR OTHERWISEby, THAT SUCH OTHER PARTY WOULD NOTamong other things, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS the mutual waivers and certifications in this Section 7(b7.6(b).

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All Agreement and all actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this commitment letter Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or 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 hereby parties irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, the appropriate appellate courts court therefrom) ), in any 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 paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH 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. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESNotwithstanding Section 8.5(a) and/or anything herein to the contrary, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT each of the parties hereto and each Company Related Party (Ai) NO REPRESENTATIVEagrees that it will not bring or support any action, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDcause of action, EXPRESSLY OR OTHERWISEclaim, THAT SUCH OTHER PARTY WOULD NOTcross claim or third party claim of any kind or nature (whether at law or in equity, IN THE EVENT OF LITIGATIONin contract, SEEK TO ENFORCE EITHER OF SUCH WAIVERSin tort or otherwise) against any Financing Source (and/or any of its Affiliates, officers, directors, employees, controlling persons, advisors, agents, attorneys or representatives) 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 the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof)., (Bii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSsubmits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (Ciii) IT MAKES SUCH WAIVERS VOLUNTARILYagrees that service of process, AND summons, notice or document by registered mail addressed to it at its address provided in Section 8.8 shall be effective service of process against it for any such action brought in any such court, (Div) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BYwaives and hereby irrevocably waives, AMONG OTHER THINGSto the fullest extent permitted by law, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed in accordance with, the Delaware Law laws of the State of Delaware, without regard giving effect to the conflicts any choice of law principles thereofor conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. All actions and proceedings Any suit, dispute, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this commitment letter Agreement shall be heard and determined in the Court of Chancery state or federal courts of the State of Delaware, and the Parties parties hereby irrevocably submit (i) consent to the exclusive jurisdiction of such court (and, in and of the case of appeals, appropriate appellate courts therefromcourts) in any such suit, action or proceeding and irrevocably waive the defense of an inconvenient forum (i) submit to the maintenance exclusive jurisdiction of each such court in any such proceeding or action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agree that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and (iv) agree not to bring any proceeding or proceeding. action arising out of or relating to this Agreement or the matters contemplated hereby in any other court. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN OR WITHOUT THE JURISDICTION OF ANY SUCH COURT (bINCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED SHALL HAVE THE SAME LEGAL FORCE AND DIFFICULT ISSUES, AND THEREFORE EACH EFFECT AS IF SERVED UPON SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT PERSONALLY WITHIN THE STATE OF DELAWARE. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY MAY HAVE AT THE ADDRESS REFERRED TO IN Section 15.05 (INCLUDING BY PREPAID CERTIFIED MAIL WITH A TRIAL BY JURY VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER WRITTEN NOTICE OF SUCH WAIVERSSERVICE TO SUCH PARTY, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)PARTY.

Applicable Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. FLAMEL HEREBY IRREVOCABLY WAIVES ITS RIGHTS UNDER ARTICLE 14 AND ARTICLE 15 OF THE FRENCH CIVIL CODE. EACH OF THE PARTIES TO THIS AGREEMENT (aA) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURT, (C) AGREES THAT IT SHALL NOT ATTEMPT TO INVOLVE COMPLICATED AND DIFFICULT ISSUESDENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (D) AGREES NOT TO BRING ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY PROCEEDING (INCLUDING COUNTER-CLAIMS) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREUNDER IN ANY OTHER COURT. EACH OF THE PARTIES HERETO CERTIFIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND ACKNOWLEDGES WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY MIGHT BE REQUIRED OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANOTHER PARTY BY SENDING OR OTHERWISE, THAT SUCH OTHER DELIVERING A COPY OF THE PROCESS TO THE PARTY WOULD NOT, TO BE SERVED AT THE ADDRESS AND IN THE EVENT MANNER PROVIDED FOR THE GIVING OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS NOTICES IN SECTION 7.6. NOTHING IN THIS Section 7(b)SECTION 7.4, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Applicable Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE PARTIES TO THIS AGREEMENT (aA) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE FEDERAL AND AGREES THAT STATE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURT, (C) AGREES THAT IT SHALL NOT ATTEMPT TO INVOLVE COMPLICATED AND DIFFICULT ISSUESDENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURTS, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (D) AGREES NOT TO BRING ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY PROCEEDING (INCLUDING COUNTER-CLAIMS) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREUNDER IN ANY OTHER COURT. EACH OF THE PARTIES HERETO CERTIFIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND ACKNOWLEDGES WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY MIGHT BE REQUIRED OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANOTHER PARTY BY SENDING OR OTHERWISE, THAT SUCH OTHER DELIVERING A COPY OF THE PROCESS TO THE PARTY WOULD NOT, TO BE SERVED AT THE ADDRESS AND IN THE EVENT MANNER PROVIDED FOR THE GIVING OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS NOTICES HEREIN. NOTHING IN THIS Section 7(bSECTION 7(f), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement is made under, and shall be governed by construed and enforced in accordance with, the Delaware Law laws of the State of Nevada applicable to agreements made and to be performed solely therein, without regard giving effect to principles of conflicts of law. Each of the parties (i) consents to and submits to the conflicts exclusive personal jurisdiction of law principles thereof. All actions and proceedings the Eighth Judicial District Court of Clark County, Nevada (or, if that court does not have jurisdiction, any other state district court located in the State of Nevada and, if no state district court in the State of Nevada has jurisdiction, a federal court sitting in Nevada) in any action, proceeding or other Legal Proceeding arising out of or relating to this commitment letter Agreement or the Merger Agreement or any of the transactions contemplated by this Agreement or the Merger Agreement, (ii) agrees that all claims in respect of such action, proceeding or other Legal Proceeding shall be heard and determined in any such court, (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) shall not bring any action, proceeding or other Legal Proceeding arising out of or relating to this Agreement or the Court of Chancery Merger Agreement or any of the State of Delaware, and transactions contemplated by this Agreement or the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) Merger Agreement in any such action or proceeding and irrevocably waive other court. Each of the parties waives any defense of an inconvenient forum to the maintenance of any such action action, proceeding or proceedingother Legal Proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING THE PARTIES HEREBY WAIVES TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION LITIGATION OR OTHER LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVEEach of the parties acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDas applicable, EXPRESSLY OR OTHERWISEby, THAT SUCH OTHER PARTY WOULD NOTamong other things, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS the mutual waivers and certifications in this Section 7(b21(b).

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard THIS AGREEMENT SHALL BE DEEMED TO BE MADE AND SHALL BE INTERPRETED, CONSTRUED AND GOVERNED IN ALL RESPECTS BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES. The parties hereto hereby irrevocably submit to the conflicts personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in such courts. The parties hereto hereby irrevocably submit consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of such court (anddispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the case of appeals, appropriate appellate courts therefrom) manner provided in any Section 8.8 or in such action or proceeding other manner as may be permitted by Law shall be valid and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingsufficient service thereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (Div) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.5. (c) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform the provisions of this Agreement (including any party hereto failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that, subject to Section 7(b7.4, (i) the parties hereto will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (ii) the provisions of Section 7.4 are not intended to and do not adequately compensate the parties hereto for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any party’s right to an injunction, specific performance and other equitable relief; and (iii) the right to an injunction, specific enforcement and other equitable relief is an integral part of the Transactions and without that right, none of the parties hereto would have entered into this Agreement. Notwithstanding the foregoing and subject to the rights of the parties to the definitive agreements for any Debt Financing under the terms thereof, none of the Company and its Affiliates (other than Parent and Merger Subsidiary) and their direct and indirect equityholders shall have any rights or claims (whether in contract or in tort or otherwise) against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, and in no event shall the Company, any of its Affiliates (other than Parent and Merger Subsidiary) or its or their direct or indirect equityholders be entitled to directly seek the remedy of specific performance of this Agreement against any Financing Source. (d) The parties hereto hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any party hereto, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of any party under this Agreement. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party hereto irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 8.5, a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 8.5 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 8.5 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.5 prior or as a condition to exercising any termination right under Article VII (and pursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to this Section 8.5 or anything set forth in this Section 8.5 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article VII or purse any other remedies under this Agreement that may be available then or thereafter. Notwithstanding the foregoing, in no event shall a party be awarded both (x) a remedy of specific performance to consummate the Closing pursuant to this Section 8.5 and (y) damages. (e) Notwithstanding anything to the contrary in this Agreement, to the extent any party hereto brings an action, suit or proceeding to enforce specifically the consummation of the Closing when expressly available to such party pursuant to the terms of this Agreement, the Termination Date shall automatically be extended to (i) the twentieth (20th) business day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding. (f) Notwithstanding anything herein to the contrary, each of the parties hereto hereby agrees (i) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Debt Financing, the Transactions or the performance of any services under the Debt Commitment Letter shall be brought exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, New York, New York (and the appellate courts thereof), and each party submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.8 shall be effective service of process against it for any such action brought in any such court, (iii) to waive and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (iv) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx, (v) that the Laws of the State of New York shall govern any such action (without giving effect to any conflicts of law principles that would result in the application of the laws of another state) and (vi) TO IRREVOCABLY WAIVE AND HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTION TO THE SAME EXTENT SUCH RIGHTS ARE WAIVED PURSUANT TO SECTION 8.5(b) AS IN EFFECT ON THE DATE OF THIS AGREEMENT.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareEACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NONEXCLUSIVE PERSONAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND TO THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY APPELLATE COURT THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES AGREEMENT OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY JUDGMENT ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR AGREEMENT, AND HEREBY WAIVES ANY OBJECTION AS TO VENUE AND FORUM NON CONVENIENS WITH RESPECT TO ANY SUCH ACTIONS BROUGHT IN ANY OF SUCH COURTS. PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE SERVED BY CERTIFIED MAIL ON ANY PARTY HERETO ANYWHERE IN THE TRANSACTIONS CONTEMPLATED HEREBY. EACH WORLD WHERE SUCH PARTY IS FOUND AND MAY ALSO BE SERVED UPON ANY PARTY IN THE MANNER PROVIDED FOR THE SERVICE OF PROCESS UNDER THE LAWS OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT STATE OF NEW YORK OR ATTORNEY THE LAWS OF ANY OTHER THE PLACE OR JURISDICTION WHERE SUCH PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)IS FOUND.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement is made under, and shall be governed by construed and enforced in accordance with, the laws of the State of Delaware Law applicable to agreements made and to be performed solely therein, without regard giving effect to the principles of conflicts of law principles thereof. All actions and proceedings arising out of thereof (or any other jurisdiction), except that matters relating to this commitment letter the fiduciary duties of the Company Board or the Company Special Committee, as applicable, shall be heard subject to the laws of the State of Utah. Each of the parties hereto: (i) consents to and determined in submits to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareDelaware or, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such if that court (anddoes not have jurisdiction, a federal court sitting in the case of appeals, appropriate appellate courts therefrom) Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (ii) agrees that all claims in respect of such action or proceeding shall be heard and irrevocably waive determined in any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court or otherwise assert a defense in any matter or claim waived by under this Section 7.5 or that any Order issued by such courts may not be enforced in or by such courts; (iv) agrees that mailing of process or other papers in connection with any Legal Proceeding in the manner provided in Section 7.8 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof; and (v) 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 hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceedingproceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. (b) EACH PARTY OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING CONTROVERSY THAT MAY BE CONNECTED WITH, ARISE OUT OF OR RELATING OTHERWISE RELATE TO THIS COMMITMENT LETTER AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND CERTIFIES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY PARTIES WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (BII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (CIII) IT MAKES SUCH WAIVERS THIS WAIVER VOLUNTARILY, AND (DIV) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVERS, ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 7.5. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 7(b)7.5.

Applicable Law; Jurisdiction. (ai) This commitment letter Agreement will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions by, and proceedings construed in accordance with, and all disputes arising out of or relating to in connection with this commitment letter Agreement or the transactions contemplated herein shall be heard resolved under, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. (ii) Each of the parties hereto hereby (i) expressly and determined in irrevocably submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the state or federal courts in the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case event any dispute arises out of appealsthis Agreement or the transactions contemplated herein, appropriate appellate courts therefrom(ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated herein, in any court other than the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the state or federal courts in the State of Delaware; provided that each of the parties has the right to bring any action or proceeding and irrevocably waive for enforcement of a judgment entered by the defense of an inconvenient forum to the maintenance of aforementioned courts in any such action other court or proceedingjurisdiction. (biii) Each of the parties to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10(k) in the manner provided for notices in Section 10(f). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law. (iv) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY SUCH ACTION DIRECTLY OR INDIRECTLY LITIGATION ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREIN. EACH OF THE PARTIES HERETO PARTY CERTIFIES AND ACKNOWLEDGES THAT (AI) NO REPRESENTATIVE, AGENT AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (BII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS IMPLICATION OF SUCH WAIVERSTHIS WAIVER, (CIII) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (DIV) IT EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)SECTION 10.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereto hereby irrevocably submit to the conflicts personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties parties hereto irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereto hereby irrevocably submit consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of such court (and, dispute and agree that mailing of process or other papers in the case of appeals, appropriate appellate courts therefrom) in connection with any such action or proceeding in the manner provided in Section 8.8 or in such other manner as may be permitted by Law shall be valid and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingsufficient service thereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE FINANCING COMMITMENT LETTER LETTERS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY(INCLUDING THE FINANCING). EACH OF THE PARTIES HERETO PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (Div) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 7(b)SECTION 8.5. (c) Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and irrevocably agree (i) that any legal proceeding, whether in law or in equity, in contract, in tort or otherwise, involving the Financing Sources arising out of, or relating to, the Merger, the Financing or the performance of services thereunder or related thereto will be subject to the exclusive jurisdiction of any state or federal court sitting in the State of New York in the borough of Manhattan and any appellate court thereof, and each party hereto submits for itself and its property with respect to any such legal proceeding to the exclusive jurisdiction of such court; (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal proceeding in any other court; (iii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in any applicable Financing Commitment Letter will be effective service of process against them for any such legal proceeding brought in any such court; (iv) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such legal proceeding in any such court; and (v) any such legal proceeding will be governed by, construed and enforced in accordance with the laws of the State of New York.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard Subject to the conflicts of law principles thereof. All Section 7.12, this Agreement and all actions and proceedings (whether at Law, in contract, in tort or otherwise) arising out of or relating to this commitment letter Agreement, the negotiation, validity or performance of this Agreement or the Merger shall be heard governed by, and determined construed in accordance with, the Court of Chancery Laws of the State of Delaware, and without giving effect to any choice or conflict of Law provision or rule (whether of the Parties hereby irrevocably submit State of Delaware or any other jurisdiction) that would cause the application of the Laws of another jurisdiction. Subject, in each case, to the terms of this Agreement, any and all remedies expressly conferred upon a party to this Agreement shall be cumulative with, and not exclusive jurisdiction of such court (andof, any other remedy contained in this Agreement, at law or in equity. Subject, in the case of appealseach case, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance terms of this Agreement, the exercise by a party to this Agreement of any such action or proceedingone remedy shall not preclude the exercise by it of any other remedy. (b) SUBJECT TO Section 7.12, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED SOLELY AND EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE, IN EACH CASE LOCATED IN THE STATE OF DELAWARE, AND EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN 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 ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESAGREEMENT, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY THE OTHER TRANSACTION DOCUMENTS OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH OF THE PARTIES HERETO PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSA LEGAL ACTION, (B) IT UNDERSTANDS AND SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (C) IT SUCH PARTY MAKES SUCH WAIVERS THIS WAIVER VOLUNTARILY, AND (D) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b7.5(c).

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by by, and construed in accordance with, the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery laws of the State of Delaware, and regardless of the Parties hereby irrevocably submit to the exclusive jurisdiction laws that might otherwise govern under applicable principles of such court (and, in the case conflicts of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT laws. IN ANY ACTION OR PROCEEDING BETWEEN ANY OF THE PARTIES ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. TRANSACTIONS, EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT PARTIES: (A) NO REPRESENTATIVEIRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, AGENT TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE OR ATTORNEY THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSDELAWARE, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS AGREES THAT ALL CLAIMS IN RESPECT OF SUCH WAIVERSACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ACCORDANCE WITH CLAUSE (A) OF THIS SECTION 11.5, (C) IT MAKES WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH WAIVERS VOLUNTARILYACTION OR PROCEEDING IN SUCH COURTS, AND (D) IT HAS BEEN INDUCED WAIVES ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURISDICTION OVER ANY PARTY, (E) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 11.7 OF THIS AGREEMENT AND (F) IRREVOCABLY WAIVES THE RIGHT TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)TRIAL BY JURY.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard THIS AGREEMENT, AND ANY CLAIM, CAUSE OF ACTION OR LEGAL PROCEEDING (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, RELATED TO OR ARISE OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREUNDER, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, THE LAWS OF THE STATE OF NEVADA (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES) SHALL GOVERN (I) THE MERGER (INCLUDING THE CONSUMMATION AND EFFECTS THEREOF) TO THE EXTENT THE APPLICATION OF NEVADA LAW IS REQUIRED AND (II) THE FIDUCIARY OBLIGATIONS AND/OR OF THE COMPANY BOARD OR OF THE OFFICERS, EMPLOYEES OR AGENTS OF THE COMPANY. The Parties hereto hereby irrevocably submit to the conflicts personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareDelaware or, if such Court of Chancery shall lack subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or if such Superior Court lacks subject matter jurisdiction, the U.S. District Court for the District of Delaware and the appellate courts of said courts, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement, whether in contract, tort or otherwise, and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceedings shall be heard and determined in such courts. The Parties hereto hereby irrevocably submit consent to and grant any such court jurisdiction over the person of such Parties and, to the exclusive jurisdiction extent permitted by Lxx, over the subject matter of such court (and, dispute and agree that mailing of process or other papers in the case of appeals, appropriate appellate courts therefrom) in connection with any such action or proceeding in the manner provided in Section 9.8 or in such other manner as may be permitted by Law shall be valid and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingsufficient service thereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (Div) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 7(b)SECTION 9.5.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard Subject to the conflicts of law principles thereof. All Section 7.12, this Agreement and all actions and proceedings (whether at Law, in contract, in tort or otherwise) arising out of or relating to this commitment letter Agreement, the negotiation, validity or performance of this Agreement or the Merger shall be heard governed by, and determined construed in accordance with, the Court of Chancery Laws of the State of Delaware, and without giving effect to any choice or conflict of Law provision or rule (whether of the Parties hereby irrevocably submit State of Delaware or any other jurisdiction) that would cause the application of the Laws of another jurisdiction. Subject, in each case, to the terms of this Agreement, any and all remedies expressly conferred upon a party to this Agreement shall be cumulative with, and not exclusive jurisdiction of such court (andof, any other remedy contained in this Agreement, at law or in equity. Subject, in the case of appealseach case, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance terms of this Agreement, the exercise by a party to this Agreement of any such action or proceedingone remedy shall not preclude the exercise by it of any other remedy. (b) SUBJECT TO Section 7.12, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED SOLELY AND EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE, IN EACH CASE LOCATED IN THE STATE OF DELAWARE, AND EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN 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 ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESAGREEMENT, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY THE OTHER TRANSACTION DOCUMENTS OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH OF THE PARTIES HERETO PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER 75 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSA LEGAL ACTION, (B) IT UNDERSTANDS AND SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (C) IT SUCH PARTY MAKES SUCH WAIVERS THIS WAIVER VOLUNTARILY, AND (D) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b7.5(c).

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by deemed to be made under and shall be construed in accordance with the Delaware Law laws of the State of New York without regard giving effect to the conflicts principals of law principles conflict of laws thereof. All actions Each of the parties hereto hereby irrevocably and proceedings unconditionally submits, for itself and its property, to the jurisdiction of the courts sitting in New York, and any appellate court from any thereof, in respect of any action, suit or proceeding arising out of or relating to this commitment letter shall 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 the Court of Chancery such courts. Each of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) parties hereto agrees that a final judgment in any such action action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably waive and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of 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 to the maintenance of such action, suit proceeding in any such action court and waives any other right to which it may be entitled on account of its place of residence or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY domicile. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY THE COMPANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY SUCH ACTION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY ARISING OUT CLAIM OF OR ANY NATURE RELATING TO THIS COMMITMENT LETTER AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND COMPANY ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS FOREGOING WAIVER IS KNOWING AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)VOLUNTARY.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard THIS AGREEMENT, AND ANY CLAIM, CAUSE OF ACTION OR LEGAL PROCEEDING (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, RELATED TO OR ARISE OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREUNDER) SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, THE LAWS OF THE STATE OF NEVADA (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES) SHALL GOVERN (I) THE MERGER (INCLUDING THE CONSUMMATION AND EFFECTS THEREOF) TO THE EXTENT THE APPLICATION OF NEVADA LAW IS REQUIRED AND (II) THE FIDUCIARY OBLIGATIONS AND/OR OF THE COMPANY BOARD OR OF THE OFFICERS, EMPLOYEES OR AGENTS OF THE COMPANY. The parties hereto hereby irrevocably submit to the conflicts personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal of the United States of America or state court located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties parties hereto irrevocably agree that all claims relating to such action, suit or proceedings shall be heard and determined in such courts. The parties hereto hereby irrevocably submit consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of such court (and, dispute and agree that mailing of process or other papers in the case of appeals, appropriate appellate courts therefrom) in connection with any such action or proceeding in the manner provided in Section 9.8 or in such other manner as may be permitted by Law shall be valid and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingsufficient service thereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (Div) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 7(b)SECTION 9.5.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard Subject to the conflicts of law principles thereof. All Section 7.12, this Agreement and all actions and proceedings (whether at Law, in contract, in tort or otherwise) arising out of or relating to this commitment letter Agreement, the negotiation, validity or performance of this Agreement or the Merger shall be heard governed by, and determined construed in accordance with, the Court of Chancery Laws of the State of Delaware, and without giving effect to any choice or conflict of Law provision or rule (whether of the Parties hereby irrevocably submit to State of Delaware or any other jurisdiction) that would cause the exclusive jurisdiction application of such court (and, in the case Laws of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedinganother jurisdiction. (b) SUBJECT TO Section 7.12, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED SOLELY AND EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE, IN EACH CASE LOCATED IN THE STATE OF DELAWARE, AND EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN 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 ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESAGREEMENT, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY THE OTHER TRANSACTION DOCUMENTS OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH OF THE PARTIES HERETO PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSA LEGAL ACTION, (B) IT UNDERSTANDS AND SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (C) IT SUCH PARTY MAKES SUCH WAIVERS THIS WAIVER VOLUNTARILY, AND (D) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b7.5(c).

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES. The parties hereto hereby irrevocably submit to the conflicts personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties parties hereto irrevocably agree that all claims relating to such action, suit or proceedings shall be heard and determined in such courts. The parties hereto hereby irrevocably submit consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of such court (and, dispute and agree that mailing of process or other papers in the case of appeals, appropriate appellate courts therefrom) in connection with any such action or proceeding in the manner provided in Section 8.8 or in such other manner as may be permitted by Law shall be valid and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingsufficient service thereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (Div) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.5. (c) The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform the provisions of this Agreement (including any party hereto failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that, subject to Section 7(b7.4, (A) the parties hereto will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof; (B) the provisions of Section 7.4 are not intended to and do not adequately compensate Parent and Merger Subsidiary for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. (d) The parties hereto hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by any party hereto, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of any party under this Agreement. Any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party hereto irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security. The parties hereto further agree that (i) by seeking the remedies provided for in this Section 8.5, a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 8.5 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 8.5 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.5 prior or as a condition to exercising any termination right under Article VII (and pursuing damages after such termination), nor shall the commencement of any legal proceeding pursuant to this Section 8.5 or anything set forth in this Section 8.5 restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Article VII or pursue any other remedies under this Agreement that may be available then or thereafter. (e) Notwithstanding anything to the contrary in this Agreement, to the extent any party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to specifically enforce any provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, the Termination Date shall automatically be extended to (i) the twentieth (20th) business day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding. (f) Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, each of the Company Subsidiaries and each of the Company’s Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of the courts of England, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the jurisdiction of such court, (b) agrees that any such Legal Proceeding shall be governed by English Law, except as otherwise provided in any applicable definitive document relating to the Financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than the courts of England, so long as such forum is and remains available, (d) agrees that service of process upon the Company, any of the Company Subsidiaries or any of the Company’s Affiliates in any such Legal Proceeding shall be effective if notice is given in accordance with Section 8.8, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Legal Proceeding brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Parties will have any liability to the Company, the Company Subsidiaries, the Company’s Affiliates or any of their respective Representatives (in each case, other than Parent and its respective Subsidiaries) relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce this Section 8.5(f) and that such provisions, as well as the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Parties.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware Law without regard giving effect to the conflicts any choice or conflict of law principles thereof. All actions and proceedings arising out provision or rule (whether of the State of Delaware or relating to this commitment letter shall be heard and determined in any other jurisdiction) that would cause the Court application of Chancery Laws of any jurisdiction other than those of the State of Delaware. ANY LEGAL SUIT, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO BASED UPON THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED IN THE COURTS OF THE STATE OF DELAWARE OR, IF SUCH COURTS LACK SUBJECT MATTER JURISDICTION, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, AND THEREFORE EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH PARTY HEREBY COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT IN ACCORDANCE WITH SECTION 18.2 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY WAIVE THE RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY SUCH ACTION DIRECTLY OR INDIRECTLY LITIGATION ARISING OUT OF OF, OR RELATING TO TO, THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)THEREBY.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareTHE STATE OR FEDERAL COURTS LOCATED WITHIN DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (andWHETHER IN LAW OR EQUITY, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE PARTIES CONSENT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYCOURTS. EACH OF THE PARTIES HERETO CERTIFIES HEREBY WAIVES AND ACKNOWLEDGES AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER SUCH PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN IS NOT PERSONALLY SUBJECT TO THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER JURISDICTION OF SUCH WAIVERSCOURTS, (B) IT UNDERSTANDS SUCH PARTY AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (C) IT MAKES ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED COURTS IS BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MUTUAL WAIVERS AND CERTIFICATIONS MANNER PROVIDED FOR NOTICES IN SECTION 9.7 ABOVE. NOTHING IN THIS Section 7(b)AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Applicable Law; Jurisdiction. This Agreement and any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, the negotiation, execution, existence, validity, enforceability or performance of this Agreement, or for the breach or alleged breach hereof (awhether in contract, in tort or otherwise) This commitment letter will shall be governed by and construed and enforced in accordance with the Laws of THE STATE OF DELAWARE, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR OTHERWISE) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; except that provisions related to the internal affairs of NDX, the fiduciary and other duties of its directors, the procedures for implementing, and effects of, the Merger, and all other provisions of, or transactions contemplated by, this Agreement that are expressly or otherwise required to be governed by the Delaware Law without regard to Laws of the conflicts State of law principles thereofIsrael shall be governed by such Laws. All actions and proceedings Each of the parties hereto hereby (a) agrees that any claim, suit, action or other proceeding, directly or indirectly, arising out of of, under or relating to this commitment letter shall Agreement or its negotiation, will be heard and determined in the Chancery Court of the State of Delaware (and each agrees that no such claim, action, suit or other proceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), subject to any appeal, provided that if jurisdiction is not then available in the Chancery Court of the State of Delaware, then any such claim, suit, action or other proceeding may be brought in any Delaware state court or any federal court located in the State of Delaware and the Parties hereby (b) irrevocably submit and unconditionally submits to the exclusive jurisdiction of any such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such claim, suit, action or other proceeding and irrevocably waive and unconditionally waives the defense of an inconvenient forum to the maintenance of any such claim, suit, action or other proceeding. Each of the parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Schedule 1, in the case of NDX Shareholder, and in Section 9.02 of the Merger Agreement, in the case of CGI, will be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final judgment in any such claim, suit, action or other proceeding will be conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by and construed in accordance with the Delaware Law laws of the State of New York without regard to principles of conflict of laws. The Company hereby irrevocably agrees that any legal action, suit, or proceedings against it with respect to any of its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceedings may be brought in any state or federal court in New York and, by execution and delivery of this Agreement, the conflicts Company hereby irrevocably accepts and submits to the non-exclusive jurisdiction of law principles thereofeach of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit, or proceeding for itself and in respect of any of their property. All actions The Company further agrees that final judgment against it in any action, suit or proceeding referred to herein shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States, by suit on the judgment, a certified or exemplified copy of each shall be conclusive evidence of the fact and of the amount of its obligations and liabilities. In addition, the Company hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this commitment letter shall be heard and determined Agreement brought in the Court of Chancery any of the State of Delawareaforesaid courts, and the Parties hereby further irrevocably submit and unconditionally waives and agrees not to the exclusive jurisdiction of plead or claim that any such court (andaction, in the case of appeals, appropriate appellate courts therefrom) suit or proceeding brought in any such action or proceeding and irrevocably waive the defense of court has been brought in an inconvenient forum forum. The Company hereby appoints _______________ as its authorized agent and hereby appoints ___________ as its authorized agent (in each case, an "AUTHORIZED AGENT") upon which process may be served in any action based on this Agreement that may be instituted in any state or federal court in New York by any Underwriter or by any person controlling any Underwriter. The Company represents to each Underwriter that it has notified _______ and _________ respectively, of such appointments and that _________ and _________ respectively, have accepted the same in writing. Such appointments shall be irrevocable for a period of five years from and after the First Closing Date unless and until a successor Authorized Agent shall be appointed and such successor shall accept such appointment for the remainder of such five-year period. The Company will notify each Underwriter in writing of the appointment. The Company will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the applicable Authorized Agent (or its successor) and written notice of such service to the maintenance Company by mail to the address for the Company specified pursuant to Section 14, shall be deemed in every respect effective service of process upon the Company. In addition to any such action other method of service of process upon applicable law, service of process by notice sent registered mail return receipt requested or proceedingdelivered, by courier or otherwise, to the address for the Company specified pursuant to Section 14, shall be deemed in every respect effective service of process upon the Company. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW RULES APPLIED IN SUCH STATE. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND IRREVOCABLY AGREES THAT ANY ACTION LEGAL ACTION, SUIT OR PROCEEDING AGAINST THEM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED HERETO (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, OR, IF SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE STATE COURTS OF NEW YORK LOCATED IN BRONX COUNTY AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY ACCEPTS AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE SUBMITS TO A TRIAL BY JURY THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS IN PERSONAM, WITH RESPECT TO ANY SUCH ACTION DIRECTLY ACTION, SUIT OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER PROCEEDING, AND WAIVES ANY CLAIM THAT SUCH FORUM IS INCONVENIENT OR ANY OF SIMILAR CLAIM. IN THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF EVENT THAT A PARTY COMMENCES ANY ACTION AGAINST THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OTHER PARTY IN ANOTHER JURISDICTION OR ATTORNEY VENUE IN RESPECT OF ANY OTHER PARTY HAS REPRESENTEDSUCH DISPUTE, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOTSHALL BE ENTITLED, IN AT ITS OPTION, TO HAVE THE EVENT ACTION TRANSFERRED TO ONE OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS THE JURISDICTIONS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS VENUES DESCRIBED IN THIS Section 7(b)SUBSECTION (i) OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH ACTION DISMISSED WITHOUT PREJUDICE. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT, AFTER ALL APPROPRIATE APPEALS, IS CONCLUSIVE AND BINDING UPON IT.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PARIS. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawarePARTIES CONSENT TO THE EXCLUSIVE JURISDICTION OF THE PARIS SHALL BE PRECEDED WITH THE ACCORDING TO PRINCIPAL OF THE ICC, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (andWITH ANY CIVIL ACTION CONCERNING ANY CONTROVERSY, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESAGREEMENT, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY AGREEMENT CONTEMPLATED BY, OR OTHERWISE WITH RESPECT, AGREEMENT OR THE BREACH HEREOF, UNLESS SUCH COURT WOULD NOT HAVE SUBJECT MATTER JURISDICTION THEREOF, IN WHICH EVENT PARTIES CONSENT TO JURISDICTION OF THE TRANSACTIONS CONTEMPLATED HEREBYICC AS ABOVE INDICATED. EACH PARTIES HEREBY WAIVE AND AGREE NOT TO ASSERT IN ANY LITIGATION CONCERNING AGREEMENT DOCTRINE OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT FORUM NON-CONVENIENT. ARBITRATION: EVERY ATTEMPT SHALL BE MADE TO RESOLVE DISPUTES ARISING FROM UNINTENDED OR ATTORNEY INADVERTENT VIOLATION OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, THIS CONTRACTUAL AGREEMENT AS FAR AS POSSIBLE AMICABLY. IN THE EVENT THAT ADJUDICATION IS REQUIRED, LOCAL LEGAL PROCESS SHALL BE PRECEDED WITH ACCORDING TO THE PRINCIPAL OF LITIGATIONTHE ICC AS ABOVE INDICATED. WHERE JUDICIAL RESOLUTION IS NOT THEREBY ACHIEVED, SEEK THIS MATTER SHALL BE SETTLED BY ICC ITSELF AND THE DECISION OF WHICH ALL PARTIES SHALL CONSIDER TO ENFORCE EITHER BE FINAL AND BINDING. NO STATE COURT OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)ANY NATION SHALL HAVE SUBJECT MATTER JURISDICTION OVER MATTERS ARISING UNDER AGREEMENT.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF, EXCEPT THAT THE DGCL SHALL APPLY TO THE EXTENT REQUIRED IN CONNECTION WITH THE MERGER. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareTHE STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (andWHETHER IN LAW OR EQUITY, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE PARTIES CONSENT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYCOURTS. EACH OF THE PARTIES HERETO CERTIFIES HEREBY WAIVES AND ACKNOWLEDGES AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (AI) NO REPRESENTATIVESUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, AGENT (II) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR ATTORNEY (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY OTHER PARTY HAS REPRESENTEDSUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9.3, EXPRESSLY OR OTHERWISE, THAT IN SUCH OTHER PARTY WOULD NOTMANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)MANNER HEREIN PROVIDED.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by by, and construed in accordance with, the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery laws of the State of Delaware, and regardless of the Parties hereby irrevocably submit to the exclusive jurisdiction laws that might otherwise govern under applicable principles of such court conflicts of laws thereof. EXCEPT AS SET FORTH IN SECTION 1.17 (andPOST-CLOSING ADJUSTMENT), in the case of appealsSECTION 1.18 (MILESTONE CONSIDERATION), appropriate appellate courts therefromSECTION 5.6(c) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (bTAX MATTERS) AND SECTION 8 (INDEMNIFICATION), EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT SHALL BRING ANY ACTION IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT EXCLUSIVELY IN THE CHOSEN COURTS; AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY SOLELY IN CONNECTION WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY CLAIMS ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. BY THIS AGREEMENT: (A) EACH OF THE PARTIES HERETO CERTIFIES IRREVOCABLY AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, CHOSEN COURTS; (B) IT UNDERSTANDS EACH OF THE PARTIES IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY; AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) EACH OF THE PARTIES ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).SECTION 10.5 (

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court THIS AGREEMENT IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (and, in the case of appeals, appropriate appellate courts therefromWHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingTHAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) THE PARTIES AGREE THAT ANY SUIT, ACTION OR PROCEEDING OF ANY AND EVERY KIND (INCLUDING ANY SUIT, ACTION OR PROCEEDING BASED ON CONTRACT, TORT, STATUTE, REGULATION OR OTHERWISE) INVOLVING THIS AGREEMENT OR SEEKING TO ENFORCE ANY PROVISION OF THIS AGREEMENT (EACH, A “COVERED CLAIM”) WILL BE BROUGHT ONLY IN CHANCERY COURT OF THE STATE OF DELAWARE OR ANY FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE. THE PARTIES MUTUALLY CONSENT TO THE JURISDICTION OF THE CHANCERY COURTS AND FEDERAL COURTS IN DELAWARE (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) AND AGREE THAT ANY COVERED CLAIM WILL BE BROUGHT ONLY IN A CHANCERY COURT OR IN FEDERAL COURT IN DELAWARE. THE PARTIES AGREE THAT THEY WILL NOT RAISE, AND HEREBY IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW AND AGREE NOT TO ASSERT, ANY DEFENSE OR OBJECTION BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, INCONVENIENCE OF THE FORUM OR THE LIKE AND ANY DEFENSE OR OBJECTION THAT SUCH COVERED CLAIM MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN ANY CASE FILED IN A CHANCERY COURT OR FEDERAL COURT IN DELAWARE. THE PARTIES IRREVOCABLY AGREE TO ABIDE BY THE RULES OF PROCEDURE APPLIED BY THE CHANCERY COURTS OR FEDERAL COURTS IN DELAWARE AND WAIVE ANY OBJECTION TO ANY SUCH PROCEDURE ON THE GROUND THAT SUCH PROCEDURE WOULD NOT BE PERMITTED IN THE COURTS OF SOME OTHER JURISDICTION OR WOULD BE CONTRARY TO THE LAWS OF SOME OTHER JURISDICTION. THE PARTIES FURTHER AGREE THAT ANY COVERED CLAIM HAS A SIGNIFICANT CONNECTION WITH THE STATE OF DELAWARE AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY OTHER JURISDICTION. EACH PARTY HERETO REPRESENTS THAT IT HAS AGREED TO THE JURISDICTION OF THE CHANCERY COURTS AND FEDERAL COURTS IN DELAWARE IN RESPECT OF COVERED CLAIMS AFTER BEING FULLY AND ADEQUATELY ADVISED BY LEGAL COUNSEL OF ITS OWN CHOICE CONCERNING THE PROCEDURES AND LAW APPLIED IN THE CHANCERY COURTS AND FEDERAL COURTS IN DELAWARE AND HAS NOT RELIED ON ANY REPRESENTATION BY ANY OTHER PARTY OR ITS AFFILIATES OR REPRESENTATIVES AS TO THE CONTENT, SCOPE OR EFFECT OF SUCH PROCEDURES AND LAW AND WILL NOT CONTEND OTHERWISE IN ANY PROCEEDING IN ANY COURT OF ANY JURISDICTION. EACH PARTY AGREES THAT SERVICE OF PROCESS ON SUCH PARTY AS PROVIDED IN Section 8.2 WILL BE DEEMED EFFECTIVE SERVICE OF PROCESS ON SUCH PERSON. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY PERSON MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO BY THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)AGREEMENT.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareTHE STATE OR FEDERAL COURTS LOCATED WITHIN DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (andWHETHER IN LAW OR EQUITY, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE PARTIES CONSENT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYCOURTS. EACH OF THE PARTIES HERETO CERTIFIES HEREBY WAIVES AND ACKNOWLEDGES AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER SUCH PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN IS NOT PERSONALLY SUBJECT TO THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER JURISDICTION OF SUCH WAIVERSCOURTS, (B) IT UNDERSTANDS SUCH PARTY AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (C) IT MAKES ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED COURTS IS BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MUTUAL WAIVERS AND CERTIFICATIONS MANNER PROVIDED FOR NOTICES IN THIS Section 7(b).SECTION 9.7

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement is made under, and shall be governed by construed and enforced in accordance with, the laws of the State of Delaware Law applicable to agreements made and to be performed solely therein, without regard giving effect to principles of conflicts of law. Each of the parties hereto: (i) consents to and submits to the conflicts exclusive personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareDelaware or, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such if that court (anddoes not have jurisdiction, a federal court sitting in the case of appeals, appropriate appellate courts therefrom) Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (ii) agrees that all claims in respect of such action or proceeding shall be heard and irrevocably waive determined in any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iv) 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 hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceedingproceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. (b) EACH PARTY OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING HEREBY WAIVES TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING TO THIS THE DEBT FINANCING OR THE DEBT COMMITMENT LETTER OR ANY THE PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREBYSERVICES THEREUNDER OR RELATED THERETO). EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 7.5. (Ac) NO REPRESENTATIVENotwithstanding anything to the contrary contained in this Agreement, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDthe Company acknowledges and irrevocably agrees, EXPRESSLY OR OTHERWISEall disputes against the Debt Financing Sources Related Party in any way relating to this Agreement or any of the transactions contemplated hereby, THAT SUCH OTHER PARTY WOULD NOTincluding but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the Transactions, IN THE EVENT OF LITIGATIONwhether in contract, SEEK TO ENFORCE EITHER OF SUCH WAIVERStort or otherwise, will be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed entirely within the State, without regard to conflict of law principles that would result in the application of any Law other than the Law of the State of New York. Each of the parties agrees that it will not bring or support any suit, action or Legal Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt 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 the Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (Band appellate courts thereof), and makes the agreements, waivers and consents set forth in Section 7.5(a) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS mutatis mutandis but with respect to the courts specified in this Section 7(b7.5(c).

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement and all claims and causes of action arising hereunder, including with respect to the Contemplated Transactions, shall be governed by by, and construed in accordance with, the Delaware Law without regard to laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles thereoflaws. All actions and proceedings In any action or suit between any of the Parties arising out of or relating to this commitment letter shall be heard and determined in Agreement or any of the Contemplated Transactions: (a) each of the parties (i) irrevocably submits itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, (ii) to the extent such court does not have jurisdiction, the United States District Court of the District of Delaware, and the Parties hereby irrevocably submit as well as to the exclusive jurisdiction of all courts to which an appeal may be taken from such court (andcourts, in the case of appealsany suit, appropriate appellate courts therefrom) in any such action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein, (b) agrees that every such suit, action or proceeding shall be brought, heard and irrevocably waive determined exclusively in such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement or the Contemplated Transactions in any other court, and (e) waives any defense of an inconvenient forum to the maintenance of any such suit, action or proceeding. (b) proceeding so brought. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR RELATING TO THIS COMMITMENT LETTER THE DOCUMENTS RELATED HERETO IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF FORZA OR THE COMPANY UNDER THIS AGREEMENT. EACH OF THE PARTIES HERETO PARTY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT SUCH PARTY MAKES SUCH WAIVERS THIS WAIVER VOLUNTARILY, AND (Div) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)SECTION 10.5.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided that the Merger shall be governed by the Delaware Law without regard to laws of the conflicts State of law principles thereofWashington. All actions and proceedings In any action or suit between any of the Parties arising out of or relating to this commitment letter shall be heard and determined in Agreement or any of the Contemplated Transactions: (a) each of the parties (i) irrevocably submits itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, (ii) to the extent such court does not have jurisdiction, the United States District Court of the District of Delaware, and the Parties hereby irrevocably submit as well as to the exclusive jurisdiction of all courts to which an appeal may be taken from such court (andcourts, in the case of appealsany suit, appropriate appellate courts therefrom) in any such action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein, (b) agrees that every such suit, action or proceeding shall be brought, heard and irrevocably waive determined exclusively in such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement or the Contemplated Transactions in any other court, and (e) waives any defense of an inconvenient forum to the maintenance of any such suit, action or proceeding. (b) proceeding so brought. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR RELATING TO THIS COMMITMENT LETTER THE DOCUMENTS RELATED HERETO IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF YUMANITY OR THE COMPANY UNDER THIS AGREEMENT. EACH OF THE PARTIES HERETO PARTY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT SUCH PARTY MAKES SUCH WAIVERS THIS WAIVER VOLUNTARILY, AND (Div) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)SECTION 10.5.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by by, and construed in accordance with, the Delaware Law laws of the State of Delaware, without regard giving effect to the conflicts of law principles thereof. All actions that would result in the application of the Law of any other jurisdiction. (b) Each of the parties hereby irrevocably and proceedings arising out unconditionally submits, for itself and its property, to the exclusive jurisdiction of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Parties Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States, the federal court of the United States sitting in the district of Delaware, and any appellate court from any thereof (the “Selected Courts”), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably submit and unconditionally: (i) agrees not to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in commence any such action or proceeding except in the Selected Courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and irrevocably waive determined in Selected Courts; (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the parties hereto agrees that a final judgment in any such action or proceedingproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any Table of Contents other manner provided by Law. Each party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 8.5(b) in the manner provided for notices in Section 8.10. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESNotwithstanding the foregoing, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT or any other provision of this Agreement, no party hereto, nor any of its Affiliates, will bring, or support the bringing of any Legal Proceeding against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any Legal Proceeding arising out of or relating in any way to the Financing Letters or the performance thereof, anywhere other than in (Ai) NO REPRESENTATIVEany New York State court sitting in the County of New York or (ii) the U.S. District Court for the Southern District of New York, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDand any such Legal Proceeding shall be governed by, EXPRESSLY OR OTHERWISEand construed and enforced in accordance with, THAT SUCH OTHER PARTY WOULD NOTthe laws of the State of New York, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)without giving effect to conflicts of law principles that would result in the application of the Law of any other jurisdiction.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES. The parties hereto hereby irrevocably submit to the conflicts personal jurisdiction of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties parties hereto irrevocably agree that all claims relating to such action, suit or proceedings shall be heard and determined in such courts. The parties hereto hereby irrevocably submit consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of such court (and, dispute and agree that mailing of process or other papers in the case of appeals, appropriate appellate courts therefrom) in connection with any such action or proceeding in the manner provided in Section 8.9 or in such other manner as may be permitted by Law shall be valid and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingsufficient service thereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERSTHE FOREGOING WAIVER, (Bii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERSTHIS WAIVER, (Ciii) IT EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, THIS WAIVER VOLUNTARILY AND (Div) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 7(b)SECTION 8.5.

Applicable Law; Jurisdiction. (a) This commitment letter Agreement will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)SECTION 13.3.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CLOSING DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE RELATED DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) THE PURCHASER AND EACH PARTY HERETO ACKNOWLEDGES GUARANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY ACTION CLAIMS OR DISPUTES AMONG THE PURCHASER, THE GUARANTORS, AND KENCO PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER CLOSING DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT OR ANY OF THE OTHER CLOSING DOCUMENTS, PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO INVOLVE COMPLICATED PRECLUDE KENCO FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF KENCO. THE PURCHASER AND DIFFICULT ISSUESEACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THEREFORE THE PURCHASER AND EACH SUCH PARTY GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT OBJECTION WHICH SUCH PARTY PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO A TRIAL THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY JURY WITH RESPECT TO SUCH COURT. THE PURCHASER AND EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION DIRECTLY OR INDIRECTLY SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PERSON AT THE ADDRESS SET FORTH HEREIN AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PERSON'S ACTUAL RECEIPT THEREOF OR FIVE DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPERApplicable Law; Jurisdiction. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CLOSING DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE RELATED DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE PURCHASER AND EACH GUARANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN OAKLAND COUNTY, MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PURCHASER, THE GUARANTORS, AND KENCO PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER CLOSING DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYOTHER CLOSING DOCUMENTS, PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE KENCO FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF KENCO. THE PURCHASER AND EACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE PURCHASER AND EACH GUARANTOR HEREBY WAIVES ANY OBJECTION WHICH SUCH PERSON MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE PURCHASER AND EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF THE PARTIES HERETO CERTIFIES SUMMONS, COMPLAINT AND ACKNOWLEDGES OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT (A) NO REPRESENTATIVESERVICE OF SUCH SUMMONS, AGENT COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR ATTORNEY CERTIFIED MAIL ADDRESSED TO SUCH PERSON AT THE ADDRESS SET FORTH HEREIN AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY SUCH PERSON'S ACTUAL RECEIPT THEREOF OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, FIVE DAYS AFTER DEPOSIT IN THE EVENT OF LITIGATIONU.S. MAILS, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)PROPER POSTAGE PREPAID.

Applicable Law; Jurisdiction. (a) This commitment letter Agreement will be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)SECTION 11.3.

Applicable Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE KINGDOM OF ENGLAND. WAIVER OF JURY TRIAL - THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. ARBITRATION - EVERY ATTEMPT SHALL BE MADE TO RESOLVE DISPUTES ARISING FROM UNINTENDED OR INADVERTENT VIOLATION OF THIS CONTRACTUAL AGREEMENT AS FAR AS POSSIBLE AMICABLY. IN THE EVENT THAT ADJUDICATION IS REQUIRED, LOCAL LEGAL PROCESS SHALL BE PRECEDED WITH ACCORDING TO THE PRINCIPAL OF THE ICC AS ABOVE INDICATED. WHERE JUDICIAL RESOLUTION IS NOT THEREBY ACHIEVED, THIS MATTER SHALL BE SETTLED BY THE ICC ITSELF AND THE DECISION OF WHICH THE PARTIES SHALL CONSIDER TO BE FINAL AND BINDING. NO STATE COURT OF ANY NATION SHALL HAVE SUBJECT MATTER JURISDICTION OVER MATTERS ARISING UNDER THIS AGREEMENT. NO RIGHTS OF THIRD PARTIES - (aI) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT IS MADE SOLELY AND SPECIFICALLY BETWEEN AND FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE MEMBERS, SUCCESSORS AND ASSIGNS SUBJECT TO THE EXPRESS PROVISIONS HEREOF RELATING TO SUCCESSORS AND ASSIGNS, AND (II) NO OTHER PERSON WHATSOEVER SHALL HAVE ANY RIGHTS, INTEREST, OR CLAIMS HEREUNDER OR BE ENTITLED TO ANY BENEFITS UNDER OR ON ACCOUNT OF THIS AGREEMENT AS A THIRD-PARTY BENEFICIARY OR OTHERWISE. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery SURVIVAL - THE COVENANTS CONTAINED IN THIS AGREEMENT WHICH, BY THEIR TERMS, REQUIRE PERFORMANCE AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL BE ENFORCEABLE NOTWITHSTANDING THE EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT. FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER xxxxxxxxxxxxxx REPRESENTED BY: REPRESENTED BY: PASSPORT NUMBER: PASSPORT NUMBER: DATE OF ISSUE DATE OF ISSUE: DATE OF EXPIRY: DATE OF EXPIRY: COUNTRY OF ISSUE: LEBANESE COUNTRY OF ISSUE: In accordance with Articles 2 through 5 of the State Due Diligence Convention and the Federal Banking Commission Circular of DelawareDecember 1998, and under the US Patriot Act of 2002, as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial institutions for purposes of verification of identity and activities of the Client described below, and the Parties hereby irrevocably submit nature and origin of the funds which are to be utilized. The foregoing is subject to agreement by all parties to whom this information is provided that they are obligated to respect the exclusive jurisdiction privacy rights of such court (andthe Client and all individuals described herein, in as well as the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum generally accepted professional standards relating to the maintenance of any such action confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, This legal obligation shall remain in full force indefinitely without restriction Signed by: : Passport No. : Country : DOI | DOE : Undertakings have to be given to the Bank in order that all may be in place to ensure proper execution of the obligations concerning verification of the identity of the contracting partner and identification of the beneficial owner as established in the Due Diligence Conventions, the Federal Banking Commission circular of the December 1991 concerning the prevention of money laundering of the Swiss Criminal Code and subsequent additions and revisions. In conformity with all the legal aspects and agreements ínter bank and international, the information here contained can be given to banks and / or proceedingother financial institutions in order to verify so much the identity of the client as and the nature and the origin of the bottoms that they must be used. All parties have an obligation for professional discretion and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all times. In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, and under the US Patriot Act of 2002, as amended in February 2003 concerning the prevention of money laundering and 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial institutions for purposes of verification of identity and activities of the Client described below, and the nature and origin of the funds which are to be utilized. The foregoing is subject to agreement by all parties to whom this information is provided that they are obligated to respect the privacy rights of the Client and all individuals described herein, as well as the generally accepted professional standards relating to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, This legal obligation shall remain in full force indefinitely without restriction Undertakings have to be given to the Bank in order that all may be in place to ensure proper execution of the obligations concerning verification of the identity of the contracting partner and identification of the beneficial owner as established in the Due Diligence Conventions, the Federal Banking Commission circular of the December 1991 concerning the prevention of money laundering of the Swiss Criminal Code and subsequent additions and revisions. Gold Fields Ag has been Merged with Gold Field Switzerland Holiday AG as a Company and the Account continue to remain in the name of Goldfields AG, consequently the Registration Number has been updated to CHE-115.699.780 & on Assets and relevant documents CHE-894.094.099 remains valid, as long as Historical Asset. . In conformity with all the legal aspects and agreements ínter bank and international, the information here contained can be given to banks and / or other financial institutions in order to verify so much the identity of the client as and the nature and the origin of the bottoms that they must be used. All parties have an obligation for professional discretion and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all times. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).

Applicable Law; Jurisdiction. (a) This commitment letter will Note shall be governed by and construed in accordance with the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery laws of the State of DelawareMichigan. Borrower hereby submits to personal jurisdiction in the state courts located in the State of Illinois, the other States where the Mortgaged Property is located and the Parties hereby irrevocably submit to federal courts of the exclusive jurisdiction United States of such court (and, America located in said states for the case enforcement of appeals, appropriate appellate courts therefrom) in Borrower's obligations hexxxxxxx and waives any such action or proceeding and irrevocably waive all personal rights under the defense of an inconvenient forum to the maintenance law of any other state to object to jurisdiction within such action states for the purposes of any action, suit, proceeding or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES litigation to enforce such obligations of Borrower. BORROWER AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESLENDER HEREBY KNOWINGLX, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES XXXXXTARILX XXX INTENTIONALLY WAIVE ANY RIGHT SUCH PARTY THEY, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION DIRECTLY LITIGATION BASED ON THE LOAN EVIDENCED BY THIS NOTE OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS COMMITMENT LETTER NOTE, THE SECURITY INSTRUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYOTHER SECURITY DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF BORROWER OR LENDER. EACH THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S MAKING OF THE PARTIES HERETO CERTIFIES LOAN SECURED XX XXE SECURITY INSTRUMENT AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY THE OTHER SECURITY DOCUMENTS. [REMAINDER OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).PAGE INTENTIONALLY LEFT BLANK]

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR ANY OTHER JURISDICTION, EXCEPT THAT THE FBCA SHALL GOVERN THE IRREVOCABLE PROXY. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IN ANY ACTION BETWEEN ANY OF THE PARTIES ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. BY THIS AGREEMENT: (A) EACH OF THE PARTIES HERETO CERTIFIES IRREVOCABLY AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, THE STATE AND FEDERAL COURTS LOCATED IN THE EVENT STATE OF LITIGATION, SEEK DELAWARE (AND AGREES NOT TO ENFORCE EITHER OF COMMENCE ANY SUCH WAIVERS, ACTION EXCEPT IN SUCH COURTS) AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (B) IT UNDERSTANDS AND HAS CONSIDERED IF ANY SUCH ACTION IS COMMENCED IN A STATE COURT, THEN, SUBJECT TO APPLICABLE LAW, NO PARTY SHALL OBJECT TO THE IMPLICATIONS REMOVAL OF SUCH WAIVERS, ACTION TO ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE; (C) IT MAKES SUCH WAIVERS VOLUNTARILY, EACH OF THE PARTIES IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY; AND (D) IT HAS BEEN INDUCED EACH OF THE PARTIES IRREVOCABLY CONSENTS TO ENTER INTO THIS COMMITMENT LETTER BYSERVICE OF PROCESS BY FIRST CLASS CERTIFIED MAIL, AMONG OTHER THINGSRETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MUTUAL WAIVERS AND CERTIFICATIONS ADDRESS AT WHICH SUCH PARTY IS TO RECEIVE NOTICE IN THIS Section 7(b)ACCORDANCE WITH SECTION 5.05.

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of DelawareTHE STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (andWHETHER IN LAW OR EQUITY, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE PARTIES CONSENT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYCOURTS. EACH OF THE PARTIES HERETO CERTIFIES HEREBY WAIVES AND ACKNOWLEDGES AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (AI) NO REPRESENTATIVESUCH PARTY IS NOT PERSONALLY SUBJECT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AGENT (II) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR ATTORNEY (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY OTHER PARTY HAS REPRESENTEDSUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10.2, EXPRESSLY OR OTHERWISE, THAT IN SUCH OTHER PARTY WOULD NOTMANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)MANNER.

Applicable Law; Jurisdiction. (a) This commitment letter will For all purposes relating to any Demised Property located in the Province of Ontario, this Lease shall be governed by the Delaware Law without regard to the conflicts of law principles thereof. All actions construed in accordance with, and proceedings this Lease and all matters arising out of or relating to this commitment letter Lease (whether in contract, tort or otherwise) shall be heard and determined in governed by, the Court of Chancery law of the State Province of Delaware, Ontario and the Parties hereby irrevocably submit to the exclusive jurisdiction federal laws of such court (and, Canada applicable in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceedingthat province. (b) For all purposes relating to any Demised Property located in the Province of Québec, this Lease shall be construed in accordance with, and this Lease and all matters arising out of or relating to this Lease (whether in contract, tort or otherwise) shall be governed by, the law of the Province of Québec and the federal laws of Canada applicable in that province. (c) If any provision of this Lease or the application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by applicable Law. (a) FOR ALL PURPOSES RELATING TO ANY DEMISED PROPERTY LOCATED IN THE PROVINCE OF ONTARIO, TENANT AND LANDLORD EACH PARTY HERETO ACKNOWLEDGES HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY PROVINCIAL COURT LOCATED WITHIN THE PROVINCE OF ONTARIO, AND EACH IRREVOCABLY AGREES THAT ANY ACTION ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER LEASE SHALL BE LITIGATED IN SUCH COURTS (EXCEPT FOR FORCIBLE ENTRY, DETAINER ACTIONS, EVICTIONS OR SIMILAR PROCEEDINGS WHICH SHALL BE LITIGATED IN COURTS LOCATED WITHIN THE PROVINCE IN WHICH THE APPLICABLE DEMISED PROPERTY IS LIKELY TO INVOLVE COMPLICATED LOCATED). TENANT AND DIFFICULT ISSUESLANDLORD EACH ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS (EXCEPT AS PROVIDED ABOVE IN THIS PARAGRAPH), WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES AGREES TO BE BOUND BY ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY JUDGMENT RENDERED THEREBY IN CONNECTION WITH RESPECT THIS LEASE. (b) FOR ALL PURPOSES RELATING TO ANY SUCH ACTION DIRECTLY DEMISED PROPERTY LOCATED IN THE PROVINCE OF QUÉBEC, TENANT AND LANDLORD EACH HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY PROVINCIAL COURT LOCATED WITHIN THE PROVINCE OF QUÉBEC, AND EACH IRREVOCABLY AGREES THAT ALL ACTIONS OR INDIRECTLY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER LEASE SHALL BE LITIGATED IN SUCH COURTS (EXCEPT FOR FORCIBLE ENTRY, DETAINER ACTIONS, EVICTIONS OR ANY SIMILAR PROCEEDINGS WHICH SHALL BE LITIGATED IN COURTS LOCATED WITHIN THE PROVINCE IN WHICH THE APPLICABLE DEMISED PROPERTY IS LOCATED). TENANT AND LANDLORD EACH ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE TRANSACTIONS CONTEMPLATED HEREBY. AFORESAID COURTS (EXCEPT AS PROVIDED ABOVE IN THIS PARAGRAPH), WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS LEASE. (c) TENANT AND LANDLORD EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY THE PROVISIONS OF ANY THIS ARTICLE ARE A MATERIAL INDUCEMENT TO THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER PARTY’S ENTERING INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)LEASE.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by and construed in accordance with the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery laws of the State of Delaware, and Delaware applicable to contracts to be performed entirely within that State. Each of the Parties hereby parties irrevocably (a) consents to submit itself to the exclusive personal jurisdiction of such any state or federal court (andlocated in the state of Delaware, in the case event any dispute arises out of appealsthis Agreement or any of the transactions contemplated hereby, appropriate appellate (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than a state or federal court sitting in the State of Delaware. Each party further irrevocably consents to the service of process out of any of the aforementioned courts therefrom) in any Legal Proceeding by the mailing of copies thereof by mail to such party at its address set forth in this Agreement by registered mail, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided, that nothing in this Section 9.4 shall affect the right of any party to serve legal process in any other manner permitted by Law. The parties agree that a final judgment in any such action Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of in any such action or proceeding. (b) other manner provided by Law. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY AGREEMENT OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY LEGAL PROCEEDING ARISING OUT OF THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. EACH OF THE PARTIES HERETO PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS Section 7(b)SECTION 9.4.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by by, and construed in accordance with, the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery laws of the State of Delaware, and regardless of the Parties hereby irrevocably submit to the exclusive jurisdiction laws that might otherwise govern under applicable principles of such court conflicts of laws thereof. EXCEPT AS SET FORTH IN SECTION 1.14 (andPOST-CLOSING ADJUSTMENT) AND SECTION 1.9 (MILESTONE CONSIDERATION), in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT SHALL BRING ANY ACTION IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT EXCLUSIVELY IN THE CHOSEN COURTS; AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY SOLELY IN CONNECTION WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY CLAIMS ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. BY THIS AGREEMENT: (A) EACH OF THE PARTIES HERETO CERTIFIES IRREVOCABLY AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, CHOSEN COURTS; (B) IT UNDERSTANDS EACH OF THE PARTIES IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY; AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) EACH OF THE PARTIES ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).SECTION 10.5 (

Applicable Law; Jurisdiction. (a) This commitment letter will be governed by the Delaware Law without regard to the conflicts of law principles thereofTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND UNCONDITIONALLY WAIVES FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY RIGHT SUCH PARTY MAY HAVE DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO A TRIAL BY JURY WITH RESPECT ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISECOURT, THAT SUCH OTHER SUIT, ACTION OR PROCEEDING IS IMPROPER OR INCONVENIENT VENUE FOR SUCH PROCEEDING. EACH PARTY WOULD NOT, TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS MANNER PROVIDED FOR NOTICES IN SECTION 9.7 ABOVE. NOTHING IN THIS Section 7(b)AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by deemed to be made under and shall be construed in accordance with the Delaware Law laws of the State of New York without regard giving effect to the conflicts principals of law principles conflict of laws thereof. All actions Each of the parties hereto hereby irrevocably and proceedings unconditionally submits, for itself and its property, to the jurisdiction of the courts sitting in the Southern District of New York, and any appellate court from any thereof, in respect of any action, suit or proceeding arising out of or relating to this commitment letter shall 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 the Court of Chancery such courts. Each of the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) parties hereto agrees that a final judgment in any such action action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably waive and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of 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 to the maintenance of such action, suit proceeding in any such action court and waives any other right to which it may be entitled on account of its place of residence or proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY domicile. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY THE COMPANY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY SUCH ACTION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY ARISING OUT CLAIM OF OR ANY NATURE RELATING TO THIS COMMITMENT LETTER AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND COMPANY ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS FOREGOING WAIVER IS KNOWING AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)VOLUNTARY.

Applicable Law; Jurisdiction. (a) This commitment letter will Agreement shall be governed by by, and construed and enforced in accordance with, the Delaware Law without regard to the conflicts of law principles thereof. All actions and proceedings arising out of or relating to this commitment letter shall be heard and determined in the Court of Chancery laws of the State of DelawareGeorgia, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Service of any process, summons, notice or document to any party’s address and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case manner set forth in Section 9.9 shall be effective service of appeals, appropriate appellate courts therefrom) in process for any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (b) action. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES, AGREES AND CERTIFIES AND ACKNOWLEDGES THAT THAT: (Ai) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOTWOULD, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVERS, WAIVER; (Bii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, WAIVER; (Ciii) IT MAKES SUCH WAIVERS WAIVER VOLUNTARILY, ; AND (Div) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b)SECTION 9.5.

Applicable Law; Jurisdiction. This Agreement and any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, the negotiation, execution, existence, validity, enforceability or performance of this Agreement, or for the breach or alleged breach hereof (awhether in contract, in tort or otherwise) This commitment letter will shall be governed by and construed and enforced in accordance with the Laws of THE STATE OF DELAWARE, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR OTHERWISE) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; except that provisions related to the internal affairs of CGI, the fiduciary and other duties of its directors, the procedures for implementing, and effects of, the Merger, and all other provisions of, or transactions contemplated by, this Agreement that are expressly or otherwise required to be governed by the Delaware Law without regard to Laws of the conflicts State of law principles thereofIsrael shall be governed by such Laws. All actions and proceedings Each of the parties hereto hereby (a) agrees that any claim, suit, action or other proceeding, directly or indirectly, arising out of of, under or relating to this commitment letter shall Agreement or its negotiation, will be heard and determined in the Chancery Court of the State of Delaware (and each agrees that no such claim, action, suit or other proceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), subject to any appeal, provided that if jurisdiction is not then available in the Chancery Court of the State of Delaware, then any such claim, suit, action or other proceeding may be brought in any Delaware state court or any federal court located in the State of Delaware and the Parties hereby (b) irrevocably submit and unconditionally submits to the exclusive jurisdiction of any such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such claim, suit, action or other proceeding and irrevocably waive and unconditionally waives the defense of an inconvenient forum to the maintenance of any such claim, suit, action or other proceeding. Each of the parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Schedule 1, in the case of CGI Shareholder, and in Section 9.02 of the Merger Agreement, in the case of NDX, will be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final judgment in any such claim, suit, action or other proceeding will be conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY ACTION ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 7(b).