Common use of Arbitration; Consent to Jurisdiction Clause in Contracts

Arbitration; Consent to Jurisdiction. (i) The Parties hereby agree that any dispute or controversy arising out of or in connection with this Agreement or the transactions hereby contemplated (a “Dispute”) shall be arbitrated before the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) pursuant to 10 Del. C §349 and the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant to the Chancery Rules and is accepted by the Delaware Court of Chancery. The Parties hereby agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) in accordance with this Section 11(k), and each such Party agrees that it shall raise no objection to the submission of such Dispute to Arbitration in accordance with this Section 11(k) and further irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. The Parties intend that this Section 11(k) be interpreted as broadly as possible, and in favor of prompt and binding arbitration. (ii) The Arbitration shall be conducted in accordance with the Chancery Rules; provided that the Parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator (as defined below). Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such Party and by the Arbitrator. The Arbitration shall take place in Delaware or such other location as the Parties and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator who shall be the chancellor or a vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery (the “Arbitrator”). (iv) The arbitral award (the “Award”) shall (A) be written or oral, (B) state the reasons for the Award, and (C) be the sole and exclusive binding remedy with respect to the Dispute between and among the Parties. The Parties hereto acknowledge that time is of the essence and the Parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be entered in any court having jurisdiction thereof. All Awards of the Arbitrator shall be final, nonappealable and binding on the Parties. The Parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. §349(c). The Award shall be deemed an award of the United States, the relationship between the Parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Section 11(k) shall be deemed commercial. (v) The Arbitrator shall have the authority to grant any equitable or legal remedies that would be available under this Agreement in any judicial proceeding intended to resolve a Dispute, including ordering specific performance under Section 11(j) and entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering of the Award. (vi) Each Party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such Party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 11(k), each Party hereto shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the State of Delaware to (A) protect the rights or property of such Party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolved, or (C) prevent breaches of this Agreement. By doing so, such Party does not waive any right or remedy under this Agreement. (viii) Each of the Parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 11(k), (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 deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to 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, except in accordance with Section 11(k)(ix) below. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(h). (ix) Notwithstanding anything to the contrary contained herein, in the event that a Dispute is not eligible for arbitration under the Chancery Rules, each of the Parties (A) submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any Dispute arising out of or relating to this Agreement, (B) agrees that all claims in respect of any such Action may be heard and determined by any Delaware Court, and (C) each Party also agrees not to bring any Action arising out of or relating to this Agreement in any court other than a Delaware Court; provided that, to the extent permitted by Applicable Law, the Parties agree that any such Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court for the County of New Castle. Each of the Parties waives any defense asserting that any Action interpreting or enforcing this Agreement may not be brought or is not maintainable in such Delaware Court and waives any bond, surety, or other security that might be required of any other Party with respect thereto; provided, that the foregoing shall not prevent or in any way restrict the Parties from seeking to compel arbitration pursuant to this Section 11(k).

Arbitration; Consent to Jurisdiction. (i) The Parties hereby agree You agree, and by agreeing to maintain an account in the name of your Prime Broker and designated for your benefit, the Executing Broker and Pershing agree, that any dispute controversies arising between you and the Executing Broker or controversy Pershing, their control persons, predecessors, subsidiaries and affiliates and all respective successors, assigns and employees, whether arising out of prior to, on or in connection with subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this Agreement or the transactions hereby contemplated (a “Dispute”) shall be arbitrated before the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) pursuant to 10 Del. C §349 and the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant to the Chancery Rules and is accepted by the Delaware Court of Chancery. The Parties hereby agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) in accordance with this Section 11(k), and each such Party agrees that it shall raise no objection to the submission of such Dispute to Arbitration in accordance with this Section 11(k) and further irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. The Parties intend that this Section 11(k) be interpreted as broadly as possible, and in favor of prompt and binding arbitration. (ii) The Arbitration shall be conducted in accordance with the Chancery Rules; provided that the Parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, rules then in each case with the consent effect of the Arbitrator Financial Industry Regulatory Authority (as defined below)“FINRA”) and are incorporated into this Agreement by reference. Any such amendmentsThe award of the arbitrators, modifications or alterations of the majority of them, shall be in writing and signed by an authorized representative of each such Party and by the Arbitrator. The Arbitration shall take place in Delaware or such other location as the Parties and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator who shall be the chancellor or a vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery (the “Arbitrator”). (iv) The arbitral award (the “Award”) shall (A) be written or oral, (B) state the reasons for the Awardfinal, and (C) be judgment upon the sole and exclusive binding remedy with respect to the Dispute between and among the Parties. The Parties hereto acknowledge that time is of the essence and the Parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award award rendered may be entered in any court, state or federal, having jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court having jurisdiction thereof. All Awards a putative class action; or who is a member of a putative class who has not opted out of the Arbitrator shall be final, nonappealable and binding on the Parties. The Parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits class with respect to any court, including any appeal contemplated claims encompassed by 10 Del. C. §349(c). The Award shall be deemed an award of the United States, the relationship between the Parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Section 11(k) shall be deemed commercial.putative class action until: (vi) The Arbitrator the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall have the authority to grant not constitute a waiver of any equitable or legal remedies that would be available rights under this Agreement in any judicial proceeding intended to resolve a Dispute, including ordering specific performance under Section 11(j) and entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering of the Award. (vi) Each Party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such Party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 11(k), each Party hereto shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the State of Delaware to (A) protect the rights or property of such Party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolved, or (C) prevent breaches of this Agreement. By doing so, such Party does not waive any right or remedy under this Agreement. (viii) Each of the Parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 11(k), (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 deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to 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, except in accordance with Section 11(k)(ix) below. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(h). (ix) Notwithstanding anything to the contrary contained herein, in the event that a Dispute is not eligible for arbitration under the Chancery Rules, each of the Parties (A) submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any Dispute arising out of or relating to this Agreement, (B) agrees that all claims in respect of any such Action may be heard and determined by any Delaware Court, and (C) each Party also agrees not to bring any Action arising out of or relating to this Agreement in any court other than a Delaware Court; provided that, to the extent permitted by Applicable Lawstated herein. 1. THE SECURITIES IN YOUR MARGIN ACCOUNT(S) AND ANY SECURITIES FOR WHICH YOU HAVE NOT FULLY PAID, the Parties agree that any such Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court for the County of New CastleTOGETHER WITH ALL ATTENDANT OWNERSHIP RIGHTS, MAY BE LOANED TO PERSHING OR LOANED OUT TO OTHERS; AND 2. Each of the Parties waives any defense asserting that any Action interpreting or enforcing this Agreement may not be brought or is not maintainable in such Delaware Court and waives any bond, surety, or other security that might be required of any other Party with respect thereto; provided, that the foregoing shall not prevent or in any way restrict the Parties from seeking to compel arbitration pursuant to this Section 11(k)THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 24 AND 25 BEGINNING ON PAGE 6 OF THIS AGREEMENT.

Arbitration; Consent to Jurisdiction. (i) The Parties Each party to this letter agreement hereby agree agrees that any dispute dispute, Claim or controversy Proceeding against it arising out of or relating in connection with any way to this Agreement or the transactions hereby contemplated (a “Dispute”) letter agreement shall be arbitrated before resolved through final and binding arbitration conducted in the Court City of Chancery of the New York, State of Delaware (the “Delaware Court of Chancery”) pursuant to 10 Del. C §349 and the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant to the Chancery Rules and is accepted by the Delaware Court of Chancery. The Parties hereby agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) New York in accordance with this Section 11(kthe rules and regulations of the American Arbitration Association (“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Trustee and each such Party agrees that it one by the Company, and the third, who shall raise no objection to serve as chairman, shall be nominated by the submission two (2) party-nominated arbitrators within fifteen (15) days following their appointment by the parties hereto. The decision of such Dispute to Arbitration in accordance with this Section 11(k) the arbitrators shall be final and further irrevocably waives, binding on the parties to the fullest extent permitted by applicable Law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. The Parties intend that this Section 11(k) be interpreted as broadly as possible, law and in favor of prompt and binding arbitration. (ii) The Arbitration shall be conducted in accordance with the Chancery Rules; provided that the Parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator (as defined below). Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such Party and by the Arbitrator. The Arbitration shall take place in Delaware or such other location as the Parties and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator who shall be the chancellor or a vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery (the “Arbitrator”). (iv) The arbitral award (the “Award”) shall (A) be written or oral, (B) state the reasons for the Award, and (C) be the sole and exclusive binding remedy with respect to the Dispute between and among the Parties. The Parties hereto acknowledge that time is of the essence and the Parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be confirmed in, enforceable by and judgment upon the award entered in by any court having jurisdiction thereofthereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. All Awards of the Arbitrator shall be final, nonappealable and binding on the Parties. The Parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. §349(c). The Award Nothing contained in this letter agreement shall be deemed an award of the United States, the relationship between the Parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Section 11(k) shall be deemed commercial. (v) The Arbitrator shall have the authority to grant any prevent a party from seeking equitable or legal remedies that would be available under this Agreement in injunctive relief from any judicial proceeding intended to resolve a Dispute, including ordering specific performance under Section 11(j) and entering injunctive or other equitable relief pending the final decision court of the Arbitrator or the rendering of the Award. (vi) Each Party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such Party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 11(k), each Party hereto shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located competent jurisdiction sitting in the State of Delaware to (A) protect the rights or property of such Party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolvedNew York, or (C) prevent breaches of this Agreement. By doing so, such Party does not waive any right or remedy under this Agreement. (viii) Each of the Parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 11(k), (B) agrees that all claims in respect of such from bringing an action or proceeding may be heard and determined in such court, (C) agrees that it shall not attempt courts to deny enforce any award or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to 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, except in accordance with Section 11(k)(ix) below. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service remedies based on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(h). (ix) Notwithstanding anything to the contrary contained herein, in the event that a Dispute is not eligible for arbitration under the Chancery Rules, each of the Parties (A) submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any Dispute arising out of or relating to this Agreement, (B) agrees that all claims in respect of any such Action may be heard and determined determination by any Delaware Court, and (C) each Party also agrees not to bring any Action arising out of or relating to this Agreement in any court other than a Delaware Court; provided that, to the extent permitted by Applicable Law, the Parties agree that any such Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court for the County of New Castle. Each of the Parties waives any defense asserting that any Action interpreting or enforcing this Agreement may not be brought or is not maintainable in such Delaware Court and waives any bond, surety, or other security that might be required of any other Party with respect thereto; provided, that the foregoing shall not prevent or in any way restrict the Parties from seeking to compel arbitration pursuant to this Section 11(k4(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and appoint a substitute agent acceptable to the Trustee within thirty (30) days, provided, that such agent shall remain authorized to accept such service until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this letter agreement shall affect the right of a party to serve process in any other manner permitted by law.

Arbitration; Consent to Jurisdiction. (i) The Parties Each party to this Agreement hereby agree agrees that any dispute dispute, Claim or controversy Proceeding against it arising out of or relating in connection with any way to this Agreement or the transactions hereby contemplated (a “Dispute”) shall be arbitrated before resolved through final and binding arbitration conducted in the Court City of Chancery of the New York, State of Delaware (the “Delaware Court of Chancery”) pursuant to 10 Del. C §349 and the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant to the Chancery Rules and is accepted by the Delaware Court of Chancery. The Parties hereby agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) New York in accordance with this Section 11(kthe rules and regulations of the American Arbitration Association (“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Escrow Agent and each such Party agrees that it one by the Company, and the third, who shall raise no objection to serve as chairman, shall be nominated by the submission two (2) party-nominated arbitrators within fifteen (15) days following their appointment by the Escrow Agent and the Company. The decision of such Dispute to Arbitration in accordance with this Section 11(k) the arbitrators shall be final and further irrevocably waives, binding on the parties to the fullest extent permitted by applicable Law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. The Parties intend that this Section 11(k) be interpreted as broadly as possible, law and in favor of prompt and binding arbitration. (ii) The Arbitration shall be conducted in accordance with the Chancery Rules; provided that the Parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator (as defined below). Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such Party and by the Arbitrator. The Arbitration shall take place in Delaware or such other location as the Parties and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator who shall be the chancellor or a vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery (the “Arbitrator”). (iv) The arbitral award (the “Award”) shall (A) be written or oral, (B) state the reasons for the Award, and (C) be the sole and exclusive binding remedy with respect to the Dispute between and among the Parties. The Parties hereto acknowledge that time is of the essence and the Parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be confirmed in, enforceable by and judgment upon the award entered in by any court having jurisdiction thereofthereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. All Awards of the Arbitrator shall be final, nonappealable and binding on the Parties. The Parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. §349(c). The Award Nothing contained in this Agreement shall be deemed an award of the United States, the relationship between the Parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Section 11(k) shall be deemed commercial. (v) The Arbitrator shall have the authority to grant any prevent a party from seeking equitable or legal remedies that would be available under this Agreement in injunctive relief from any judicial proceeding intended to resolve a Dispute, including ordering specific performance under Section 11(j) and entering injunctive or other equitable relief pending the final decision court of the Arbitrator or the rendering of the Award. (vi) Each Party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such Party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 11(k), each Party hereto shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located competent jurisdiction sitting in the State of Delaware to (A) protect the rights or property of such Party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolvedNew York, or (C) prevent breaches of this Agreement. By doing so, such Party does not waive any right or remedy under this Agreement. (viii) Each of the Parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 11(k), (B) agrees that all claims in respect of such from bringing an action or proceeding may be heard and determined in such court, (C) agrees that it shall not attempt courts to deny enforce any award or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to 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, except in accordance with Section 11(k)(ix) below. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service remedies based on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(h). (ix) Notwithstanding anything to the contrary contained herein, in the event that a Dispute is not eligible for arbitration under the Chancery Rules, each of the Parties (A) submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any Dispute arising out of or relating to this Agreement, (B) agrees that all claims in respect of any such Action may be heard and determined determination by any Delaware Court, and (C) each Party also agrees not to bring any Action arising out of or relating to this Agreement in any court other than a Delaware Court; provided that, to the extent permitted by Applicable Law, the Parties agree that any such Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court for the County of New Castle. Each of the Parties waives any defense asserting that any Action interpreting or enforcing this Agreement may not be brought or is not maintainable in such Delaware Court and waives any bond, surety, or other security that might be required of any other Party with respect thereto; provided, that the foregoing shall not prevent or in any way restrict the Parties from seeking to compel arbitration pursuant to this Section 11(k3.6(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this Agreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and the Escrow Agent and appoint a substitute agent acceptable to the Escrow Agent within thirty (30) days, provided, that such agent shall remain authorized to accept such service until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this Agreement shall affect the right of a party to serve process in any other manner permitted by law.

Arbitration; Consent to Jurisdiction. (ia) The Parties hereby agree Other than matters that are referred to the Accounting Expert as provided in connection with the Closing Adjustment in Section 1.3 of this Agreement and in connection with the Earn Out Payment or Partial Earn Out Payment in Sections 1.4(i) and 1.4(j) of this Agreement, from the Closing and thereafter, any dispute dispute, claim, difference or controversy arising out of of, resulting from or in connection with this Agreement or the transactions hereby contemplated (a “Dispute”) shall be arbitrated before the Court submitted to final and binding arbitration by written notice (a “Notice of Chancery of the State of Delaware (the “Delaware Court of ChanceryArbitration”) pursuant to 10 Del. C §349 and from the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant Buyer to the Chancery Rules and is accepted by Representative or the Delaware Court of Chancery. The Parties hereby agree Representative to take all steps necessary or advisableBuyer, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) conducted by a sole arbitrator and in accordance with this Section 11(k), and each such Party agrees that it shall raise no objection to the submission rules of such Dispute to the Arbitration in accordance with this Section 11(k) and further irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venueexcept as otherwise provided herein. The Parties intend that this Section 11(k) be interpreted as broadly as possible, and in favor of prompt and binding arbitration. (ii) The Arbitration arbitration shall be conducted in accordance with Tel-Aviv, Israel or such other place mutually acceptable to the Chancery Rules; provided that Buyer and the Parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent Representative. The arbitration (including any document submitted of the Arbitrator (as defined below). Any such amendments, modifications or alterations filed therein) shall be in writing and signed by an authorized representative of each such Party and by the ArbitratorEnglish language. The Arbitration arbitrator, who shall take place have necessary expertise in Delaware or transactions such other location as the Parties Acquisition and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator who shall be the chancellor or a vice-chancellor in disputes of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery nature arising in connection therewith (the “Arbitrator”). (iv) The arbitral award (, shall be appointed by the “Award”) shall (A) be written or oral, (B) state Representative and the reasons for the AwardBuyer, and if no agreement is reached on the identity of the Arbitrator within ten (C10) days following the submission of such dispute to arbitration, the identity of the Arbitrator will be determined by the sole and exclusive binding remedy with respect to President of the Dispute between and among Israeli Bar Association, provided, in any event, that the PartiesArbitrator shall have the applicable expertise as described above. The Parties hereto acknowledge that time is parties agree to use all reasonable efforts to cause the arbitration hearing to be conducted within sixty (60) days after the appointment of the essence Arbitrator and to use all reasonable efforts to cause the Parties hereto agree that they decision of the Arbitrator to be furnished within fifteen (15) days after the conclusion of the arbitration hearing. The Arbitrator shall not seek be bound by procedure Law or rules of evidence and shall have no authority to vary issue any injunctions, orders or other interlocutory remedies, but will rule consistent with the timing provisions substantive Law of the Chancery RulesState of Israel, disregarding its conflict of Law rules. Judgment on Pending the Award may be entered in any court having jurisdiction thereof. All Awards Arbitrator’s award the cost of the Arbitrator shall be final, nonappealable borne equally by the Buyer and binding on the PartiesRepresentative. The Parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. §349(c). The Award shall be deemed an award of the United States, the relationship between the Parties Arbitrator shall be deemed commercial in naturewriting, state the reasons upon which it is based, and any dispute arbitrated pursuant to this Section 11(k) shall be deemed commercial. (v) The Arbitrator shall have final and binding upon the authority to grant any equitable parties. Any ruling or legal remedies that would be available under this Agreement in any judicial proceeding intended to resolve a Dispute, including ordering specific performance under Section 11(j) and entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering may be enforced in any court of the Award. (vi) Each Party hereto shall bear its own legal fees and costs competent jurisdiction. This Section 11.10 constitutes an Arbitration Agreement in connection accordance with the Arbitration; provided, however, that each such Party shall pay one-half Arbitration Law. In the event of any filing feescontradiction between the provisions hereof and the Arbitration Law, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 11(k), each Party hereto Agreement shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the State of Delaware to (A) protect the rights or property of such Party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolved, or (C) prevent breaches of this Agreement. By doing so, such Party does not waive any right or remedy under this Agreementprevail. (viii) Each of the Parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 11(k), (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 deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to 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, except in accordance with Section 11(k)(ix) below. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(h). (ixb) Notwithstanding anything to the contrary contained hereinin this Section 11.10, in either the event Buyer or the Representative may seek from a court having competent jurisdiction any equitable relief that may be necessary to protect the rights or property of a Dispute party hereto or to maintain the status quo of the parties hereto under this Agreement until an arbitrator can hear the merits of whether any injunctive relief is not eligible for arbitration appropriate under the Chancery Rules, each circumstances. (c) All aspects of the Parties Arbitration shall be treated as confidential. None of the parties hereto or the Arbitrator may disclose the existence, content or results of an Arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party hereto shall give written notice to all other parties hereto and shall afford such other parties a reasonable opportunity to protect their interests. (d) Subject to Sections 9.2(c)(vii) and 9.3(b)(iv) and the provisions of Sections 11.10(a) - 11.10(c), (A) by execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the competent courts of Tel-Aviv Jaffa, (B) the parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder, (C) any such service of process shall be effective upon delivery, (D) Parent and the Buyer hereby irrevocably appoint Tadmor & Co. Xxxxx Xxxx & Co. (attention: Yaniv Aronowich, Adv.) in Israel as their agent for service of process; (E) nothing herein shall affect the right to serve process in any other manner permitted by applicable Law and (F) the parties hereto hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Agreement brought before the foregoing courts on the basis of (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any Dispute arising out of or relating to this Agreementabove-described legal process, (Bii) agrees that all claims such action or proceeding is brought in respect of any such Action may be heard and determined by any Delaware Courtan inconvenient forum, and (C) each Party also agrees not to bring any Action arising out of or relating to this Agreement in any court other than a Delaware Court; provided that, to the extent permitted by Applicable Law, the Parties agree that any such Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court venue for the County of New Castle. Each of the Parties waives any defense asserting action or proceeding is improper or that any Action interpreting or enforcing this Agreement may not be brought enforced in or is not maintainable in by such Delaware Court and waives any bond, suretycourts, or (iii) any other security defense that might be required would hinder or delay the levy, execution or collection of any other Party with respect thereto; provided, that the foregoing shall not prevent or in amount to which any way restrict the Parties from seeking to compel arbitration party hereto is entitled pursuant to this Section 11(k)any final judgment of any court having jurisdiction.

Arbitration; Consent to Jurisdiction. (i) The Parties hereby agree that any dispute or controversy arising out of or in connection with this Agreement or the transactions hereby contemplated (a “Dispute”) shall be arbitrated before the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) pursuant to 10 Del. C §349 and the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant to the Chancery Rules and is accepted by the Delaware Court of Chancery. The Parties hereby agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) in accordance with this Section 11(k), and each such Party agrees that it shall raise no objection to the submission of such Dispute to Arbitration in accordance with this Section 11(k) and further irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. The Parties intend that this Section 11(k) be interpreted as broadly as possible, and in favor of prompt and binding arbitration. (ii) The Arbitration shall be conducted in accordance with the Chancery Rules; provided that the Parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator (as defined below)Arbitrator. Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such Party and by the ArbitratorParty. The Arbitration shall take place in Delaware or such other location as the Parties and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator (the “Arbitrator”) who shall be the a chancellor or a vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery (the “Arbitrator”)Chancery. (iv) The arbitral award (the “Award”) shall (A) be written or oral, (B) state the reasons for the Award, and (C) be the sole and exclusive binding remedy with respect to the Dispute between and among the Parties. The Parties hereto acknowledge that time is of the essence and the Parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be entered in any court having jurisdiction thereof. All Awards of the Arbitrator shall be final, nonappealable and binding on the Parties. The Parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. §349(c). The Award shall be deemed an award of the United States, the relationship between the Parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Section 11(k) shall be deemed commercial. (v) The Arbitrator shall have the authority to grant any equitable or legal remedies that would be available under this Agreement in any judicial proceeding intended to resolve a Dispute, including ordering specific performance under Section 11(j) and entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering of the Award. (vi) Each Party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such Party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the Parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 11(k), each Party hereto shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the State of Delaware to (A) protect the rights or property of such Party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolved, or (C) prevent breaches of this Agreement. By doing so, such Party does not waive any right or remedy under this Agreement. (viii) Each of the Parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 11(k), (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 deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to 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, except in accordance with Section 11(k)(ix) below. Each of the Parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party hereto may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11(h). (ix) Notwithstanding anything to the contrary contained herein, in the event that a Dispute is not eligible for arbitration under the Chancery Rules, each of the Parties (A) submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any Dispute arising out of or relating to this Agreement, (B) agrees that all claims in respect of any such Action may be heard and determined by any Delaware Court, and (C) each Party also agrees not to bring any Action arising out of or relating to this Agreement in any court other than a Delaware Court; provided that, to the extent permitted by Applicable Law, the Parties agree that any such Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court for the County of New Castle. Each of the Parties waives any defense asserting that any Action interpreting or enforcing this Agreement may not be brought or is not maintainable in such Delaware Court and waives any bond, surety, or other security that might be required of any other Party with respect thereto; provided, that the foregoing shall not prevent or in any way restrict the Parties from seeking to compel arbitration pursuant to this Section 11(k).