Common use of Applicable Law; Venue Clause in Contracts

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees that the Advisor shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees that the each Advisor shall be entitled to recover all of their its reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York York, without giving effect regard to conflict the principles of lawsconflicts of laws thereof. In The Company irrevocably submits to the event exclusive jurisdiction of any dispute under this Agreement, then and New York State or United States Federal court sitting in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of the State The City of New York, County Borough of New York under Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The Company irrevocably waives, to the accelerated adjudication procedures of the Commercial Divisionfullest extent permitted by law, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection that it may now or hereafter have to the laying of venue of any such exclusive jurisdiction suit, action or proceeding brought in such a court and any claim that any such courts represent suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon a party the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party it at the address set forth at the beginning of this Agreementin Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served Company in any action, proceeding or claim. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Advisor in any competent court. The Company agrees that the Advisor shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Once a party files a dispute with one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another forum set forth above. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees parties agree that the Advisor prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of their its reasonable attorneys’ fees and expenses relating to any such action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYtherefor.

Applicable Law; Venue. This Agreement shall be construed deemed to have been executed and enforced delivered in accordance with New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York without giving effect to conflict General Obligations Law). Each of laws. In the event of any dispute under this Agreement, then Underwriters and in such event, each party hereto the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the dispute transactions contemplated hereby shall be brought and enforced instituted exclusively in the courts Supreme Court of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial DivisionCounty, or in the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby (b) waives any objection which it may have or hereafter to the venue of any such exclusive suit, action or proceeding, and (c) irrevocably consents to the jurisdiction and that such courts represent an inconvenient forum. Any such process of Supreme Court of the State of New York, New York County, or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at in the address set forth at United States District Court for the beginning Southern District of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served New York in any actionsuch suit, proceeding or claim. The Company agrees that the Advisor shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESEach of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Underwriters mailed by certified mail to the Underwriters’ address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Underwriter, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) submitted to the American Arbitration Association (“Association”) in New York County, New York, for its decision and determination in accordance with its rules and regulations then in effect or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial DivisionYork, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each Once a party files a dispute with one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the Association, each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees parties agree that the Advisor prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of their its reasonable attorneys’ fees and expenses relating to any such action or proceeding and/or incurred in connection with the preparation therefor therefor. If the foregoing correctly sets forth the understanding between the Financial Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract. EARLYBIRDCAPITAL, INC. By: Name: Title: AGREED AND ACCEPTED BY: QUARTET MERGER CORP. By: Name: Title: ANNEX I Indemnification In connection with the Company’s engagement of EarlyBirdCapital, Inc. (the “Financial Advisor”) pursuant to that certain letter agreement of which this Annex forms a part, ­­­Quartet Merger Corp. (the “Company”) hereby agrees to indemnify and hold harmless the Financial Advisor and its affiliates and its respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Financial Advisor, or (B) otherwise relate to or arise out of the Financial Advisor’s activities on the Company’s behalf under the Financial Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Financial Advisor except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct. The Company further agrees that it will not, without the prior written consent of the Financial Advisor, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it is or other Indemnified Persons different from or in addition to those available to the prevailing party Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such action Claim and to retain his, her or proceedingits own counsel therefor at his, her or its own expense. EACH PARTY HEREBY IRREVOCABLY WAIVESThe Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Financial Advisor is an Indemnified Person), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWthe Company and the Financial Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYon the one hand, and the Financial Advisor on the other, in connection with the Financial Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Financial Advisor’s contribution to such Claim exceed the amount of fees actually received by the Financial Advisor from the Company pursuant to the Financial Advisor’s engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Financial Advisor on the other, with respect to the Financial Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Financial Advisor is engaged to render services bears to (b) the fee paid or proposed to be paid to the Financial Advisor’s in connection with such engagement. The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York York, without giving effect regard to conflict the principles of lawsconflicts of laws thereof. In The parties irrevocably submit to the event exclusive jurisdiction of any dispute under this Agreement, then and New York State or United States Federal court sitting in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of the State The City of New York, County Borough of New York under Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The parties irrevocably waive, to the accelerated adjudication procedures of the Commercial Divisionfullest extent permitted by law, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection that it may now or hereafter have to the laying of venue of any such exclusive jurisdiction suit, action or proceeding brought in such a court and any claim that any such courts represent suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party it at the address set forth at the beginning of this Agreementin Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the such party being served in any action, proceeding or claim. The Company agrees parties waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The parties agree that the Advisor prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of their such prevailing party’s(ies’) reasonable attorneys’ fees and expenses relating to any such action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceedingtherefor. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed deemed to have been executed and enforced delivered in accordance with New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York without giving effect to conflict General Obligations Law). Each of laws. In the event of any dispute under this Agreement, then Underwriters and in such event, each party hereto the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the dispute transactions contemplated hereby shall be brought and enforced instituted exclusively in the courts Supreme Court of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial DivisionCounty, or in the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby (b) waives any objection which it may have or hereafter to the venue of any such exclusive suit, action or proceeding, and (c) irrevocably consents to the jurisdiction and that such courts represent an inconvenient forum. Any such process of Supreme Court of the State of New York, New York County, or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at in the address set forth at United States District Court for the beginning Southern District of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served New York in any actionsuch suit, proceeding or claim. The Company agrees that the Advisor shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESEach of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Underwriters mailed by certified mail to the Underwriters' address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Underwriter, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York York, without giving effect regard to conflict the principles of lawsconflicts of laws thereof. In Each party hereto irrevocably submits to the event exclusive jurisdiction of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall be brought and enforced New York State or United States Federal court sitting in the courts of the State City of New York, County Borough of New York under the accelerated adjudication procedures Manhattan, over any suit, action or proceeding arising out of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the disputerelating to this Agreement. Each party hereto irrevocably submits waives, to such jurisdictionthe fullest extent permitted by law, which jurisdiction shall be exclusive. Each party hereby waives any objection that it may now or hereafter have to the laying of venue of any such exclusive jurisdiction suit, action or proceeding brought in such a court and any claim that any such courts represent suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon a any party hereto may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party it, in the case of the Company, at its registered business address and, in the case of either Capital Markets Advisor, at the address set forth at the beginning of this Agreementin Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served Company in any action, proceeding or claim. Each party hereto waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company agrees that the Advisor Capital Markets Advisors shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding arising out of or relating to this Agreement and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In The parties irrevocably submit to the event exclusive jurisdiction of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall be brought and enforced New York State or United States Federal court sitting in the courts of the State City of New York, County Borough of New York under Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The parties irrevocably waive, to the accelerated adjudication procedures of the Commercial Divisionfullest extent permitted by law, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection that it may now or hereafter have to the laying of venue of any such exclusive jurisdiction suit, action or proceeding brought in such a court and any claim that any such courts represent suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees parties waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The parties agree that the Advisor prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of their its reasonable attorneys’ fees and expenses relating to any such action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceedingtherefor. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York York, without giving effect regard to conflict the principles of lawsconflicts of laws thereof. In The parties irrevocably submit to the event exclusive jurisdiction of any dispute under this Agreement, then and New York State or United States Federal court sitting in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of the State The City of New York, County Borough of New York under Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The parties irrevocably waive, to the accelerated adjudication procedures of the Commercial Divisionfullest extent permitted by law, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection that it may now or hereafter have to the laying of venue of any such exclusive jurisdiction suit, action or proceeding brought in such a court and any claim that any such courts represent suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party it at the address set forth at the beginning of this Agreementin Section 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the such party being served in any action, proceeding or claim. The Company agrees that parties waive, to the Advisor shall be entitled fullest extent permitted by law, any other requirements of or objections to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection personal jurisdiction with the preparation therefor if it is the prevailing party in such action or proceedingrespect thereto. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) submitted to the American Arbitration Association (“Association”) in New York County, New York, for its decision and determination in accordance with its rules and regulations then in effect or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial DivisionYork, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each Once a party files a dispute with one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the Association, each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees parties agree that the Advisor prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of their its reasonable attorneys’ fees and expenses relating to any such action or proceeding and/or incurred in connection with the preparation therefor therefor. If the foregoing correctly sets forth the understanding between the Financial Advisors and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract. EARLYBIRDCAPITAL, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: CEO SANDLER X’XXXXX + PARTNERS, L.P. By: Sandler X’Xxxxx & Partners, Corp., the Sole General Partner By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: An Officer of the Corporation AGREED AND ACCEPTED BY: HF2 FINANCIAL MANAGEMENT INC. By: /s/ X. Xxxxxxx Forth Name: X. Xxxxxxx Forth Title: EVP & CFO ANNEX I Indemnification In connection with the Company’s engagement of EarlyBirdCapital, Inc. and Sandler X’Xxxxx + Partners, L.P. (collectively, the “Financial Advisors”) pursuant to that certain letter agreement of which this Annex forms a part, HF2 Financial Management Inc. (the “Company”) hereby agrees to indemnify and hold harmless the Financial Advisors and their respective affiliates and their respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Financial Advisors, or (B) otherwise relate to or arise out of the Financial Advisors’ activities on the Company’s behalf under the Financial Advisors’ engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Financial Advisors except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct. The Company further agrees that it will not, without the prior written consent of the Financial Advisors, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent that the Company has been prejudiced by such failure. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it is or other Indemnified Persons different from or in addition to those available to the prevailing party Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. The Company shall not be liable for the fees and expenses of more than one separate counsel, approved by the Financial Advisors, representing all the Indemnified Persons in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESNotwithstanding anything herein to the contrary, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWif the Company fails timely or diligently to defend, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYcontest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. The Company shall not be liable for any settlement of any Claim effected without its written consent; provided, however, that such consent shall not be unreasonably withheld, delayed or conditioned. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Financial Advisors are Indemnified Persons), the Company and the Financial Advisors shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Financial Advisors on the other, in connection with the Financial Advisors’ engagement referred to above, subject to the limitation that in no event shall the amount of the Financial Advisors’ contribution to such Claim exceed the amount of fees actually received by the Financial Advisors from the Company pursuant to the Financial Advisors’ engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Financial Advisors on the other, with respect to the Financial Advisors’ engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Financial Advisors are engaged to render services bears to (b) the fee paid or proposed to be paid to the Financial Advisors’ in connection with such engagement. The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.

Applicable Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) submitted to the American Arbitration Association (“Association”) in New York County, New York, for its decision and determination in accordance with its rules and regulations then in effect or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial DivisionYork, or the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each Once a party files a dispute with one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather than seeking to resolve it through another alternative forum set forth above. In the event the dispute is brought before the Association, each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. In the event the dispute is brought by a party in the courts of the State of New York or the United States District Court for the Southern District of New York, each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action, proceeding or claim. The Company agrees parties agree that the Advisor prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of their its reasonable attorneys’ fees and expenses relating to any such action or proceeding and/or incurred in connection with the preparation therefor therefor. If the foregoing correctly sets forth the understanding between the Financial Advisors and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract. EARLYBIRDCAPITAL, INC. By: Name: Title: SANDLER X’XXXXX + PARTNERS, L.P. By: Sandler X’Xxxxx & Partners, Corp., the Sole General Partner By: Name: Title: AGREED AND ACCEPTED BY: HF2 FINANCIAL MANAGEMENT INC. By: Name: Title: ANNEX I Indemnification In connection with the Company’s engagement of EarlyBirdCapital, Inc. and Sandler X’Xxxxx + Partners, L.P. (collectively, the “Financial Advisors”) pursuant to that certain letter agreement of which this Annex forms a part, HF2 Financial Management Inc. (the “Company”) hereby agrees to indemnify and hold harmless the Financial Advisors and their respective affiliates and their respective directors, officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Financial Advisors, or (B) otherwise relate to or arise out of the Financial Advisors’ activities on the Company’s behalf under the Financial Advisors’ engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Financial Advisors except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct. The Company further agrees that it will not, without the prior written consent of the Financial Advisors, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent that the Company has been prejudiced by such failure. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it is or other Indemnified Persons different from or in addition to those available to the prevailing party Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. The Company shall not be liable for the fees and expenses of more than one separate counsel, approved by the Financial Advisors, representing all the Indemnified Persons in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESNotwithstanding anything herein to the contrary, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWif the Company fails timely or diligently to defend, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYcontest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. The Company shall not be liable for any settlement of any Claim effected without its written consent; provided, however, that such consent shall not be unreasonably withheld, delayed or conditioned. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Financial Advisors are Indemnified Persons), the Company and the Financial Advisors shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Financial Advisors on the other, in connection with the Financial Advisors’ engagement referred to above, subject to the limitation that in no event shall the amount of the Financial Advisors’ contribution to such Claim exceed the amount of fees actually received by the Financial Advisors from the Company pursuant to the Financial Advisors’ engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Financial Advisors on the other, with respect to the Financial Advisors’ engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Financial Advisors are engaged to render services bears to (b) the fee paid or proposed to be paid to the Financial Advisors’ in connection with such engagement. The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.

Applicable Law; Venue. This Agreement shall be construed deemed to have been executed and enforced delivered in accordance with New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York without giving effect to conflict General Obligations Law). Each of laws. In the event of any dispute under this Agreement, then Placement Agents and in such event, each party hereto the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the dispute transactions contemplated hereby shall be brought and enforced instituted exclusively in the courts Supreme Court of the State of New York, County of New York under the accelerated adjudication procedures of the Commercial DivisionCounty, or in the United States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute. Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby (b) waives any objection which it may have or hereafter to the venue of any such exclusive suit, action or proceeding, and (c) irrevocably consents to the jurisdiction and that such courts represent an inconvenient forum. Any such process of Supreme Court of the State of New York, New York County, or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at in the address set forth at United States District Court for the beginning Southern District of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served New York in any actionsuch suit, proceeding or claim. The Company agrees that the Advisor shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVESEach of the Placement Agents and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company's address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agents mailed by certified mail to the Placement Agents' address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Underwriter, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.