Common use of Consent to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter“Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each Party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, the “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum, or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2, and agrees waives and covenants not to assert or plead or claim any objection which they might otherwise have to such manner of service of process. Notwithstanding the same; and (vi) agrees that it will not bring foregoing in this Section 6.8, a party may commence any action relating to this Agreementaction, claim, cause of action, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) party hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court state and federal courts sitting in The City of Chancery New York, Borough of Manhattan, for the State adjudication of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute hereunder or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby other Transaction Documents or thereby, or for recognition and enforcement of with any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions transaction contemplated hereby or thereby shall be broughtor discussed herein or therein, tried and determined only hereby irrevocably waives, and agrees not to assert in the Court of Chancery of the State of Delaware (orany suit, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matteraction or proceeding, any federal court within the State of Delaware); (v) waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of any such court, that such suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead forum or claim that the same; and (vi) agrees that it will not bring any action relating to this Agreementvenue of such suit, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such courts as provided above suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or deemed to limit in any other way any right to serve process in any manner provided permitted by Applicable Lawlaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT TO FOR THE ADJUDICATION OF ANY DISPUTE DIRECTLY HEREUNDER OR INDIRECTLY ARISING OUT OF, UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)THEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(a) and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 8(i), a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the exclusive jurisdiction of federal or state courts within the County of New York, State of New York (and any appellate courts thereof) (the “Specified Courts”). Each of the parties hereto (i) irrevocably consents to the agrees that service of any process, summons, notice or document in the summons and complaint and any other process manner set forth in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) 7.2 hereof or in such other manner as may be permitted by Applicable Lawapplicable law, and nothing shall be effective service of process for any proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 15(i) shall affect 7.9. Each of the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) parties hereto irrevocably and unconditionally consents agrees that it is subject to, and hereby submits itself and its properties and assets in any action or proceeding to to, the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware (orSpecified Courts for any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith Subscription Agreement or the transactions contemplated hereby or thereby, or hereunder and waives any objection to the laying of venue in the Specified Courts (the United States District Court for recognition and enforcement the Southern District of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this AgreementNew York, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only applicable New York state courts if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfederal jurisdictional standards are not satisfied), any federal court within the State of Delaware); (v) and hereby further irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any such court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment any such action, suit or proceeding brought in any action or proceeding such court has been brought in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawan inconvenient forum. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, the “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Share Purchase Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 5.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SHARE PURCHASE AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SHARE PURCHASE AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York. Each of the parties hereto (i) irrevocably consents to the Parties agrees that service of any process, summons, notice or document in the summons and complaint and any other process manner set forth in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) 6.2 hereof or in such other manner as may be permitted by Applicable Lawapplicable law, and nothing shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 15(i) shall affect 6.9. Each of the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) parties hereto irrevocably and unconditionally consents agrees that it is subject to, and hereby submits itself and its properties and assets in any action or proceeding to to, the exclusive personal jurisdiction of the Court of Chancery of courts located in the State of Delaware (orNew York for any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith Subscription Agreement or the transactions contemplated hereby or thereby, or hereunder and waives any objection to the laying of venue in the United States District Court for recognition and enforcement the Southern District of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this AgreementNew York, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only New York state courts if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfederal jurisdictional standards are not satisfied, any federal court within the State of Delaware); (v) and hereby further irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any such court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment any such action, suit or proceeding brought in any action or proceeding such court has been brought in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawan inconvenient forum. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each of (a) The Holder and the parties hereto Warrant Agent, (ia) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) courts sitting in the event Province of British Columbia for the purpose of any dispute action, claim, cause of action or controversy arises suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement, Warrant or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have relating to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to plead assert, and agrees not to allow any of its Subsidiaries and/or Affiliates to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the same; jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Warrant or the subject matter hereof or thereof may not be enforced in or by such court and (vic) hereby agrees that it will not bring to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Warrant or relating to this Agreementthe subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder suit (in connection herewith contract, tort or the transactions contemplated hereby otherwise), inquiry, proceeding or thereby in investigation to any court other than one of the aforesaid courtsabove-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Warrant may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of Parent process in any such proceeding in any manner permitted by the laws of the Province of British Columbia, and Stockholder agrees that a final judgment in any action service of process by registered or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWcertified mail, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OFreturn receipt requested, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)at its address specified pursuant to Section 17 hereof is reasonably calculated to give actual notice.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the The parties hereto (i) hereby irrevocably consents submit to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York and the Court of Chancery federal courts of the State United States of Delaware declines to accept jurisdiction America located in New York, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby, and each party hereby or thereby, or for recognition and enforcement of any judgment irrevocably agrees that all claims in respect thereof; (iii) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such court or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of Section 11(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated Parties hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any action or proceeding property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery such court shall not have jurisdiction, any state or federal court of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica sitting in Delaware, and any federal appellate court within the State of Delaware) from any appeal thereof, in the event any dispute or controversy arises Legal Proceeding arising out of or relating to this Agreement, the documents referred to in this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement any of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such Legal Proceeding except in such courts, (ii) agrees that any claim in respect of any such Legal Proceeding may be brought, tried heard and determined only in the Court of Chancery of the State of Delaware (or, only if to the extent permitted by Law, in such state or federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Legal Proceeding in the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any or such state or federal court within and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in the Court of Chancery of the State of Delaware); (v) waives any objection that it may now Delaware or hereafter have to the venue of any such action state or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsfederal court. Each of Parent and Stockholder the Parties agrees that a final judgment in any action or proceeding in such courts as provided above Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYEach Party irrevocably consents to service of process in the manner provided for notices in Section 5.06. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service exclusive jurisdiction and venue of any state court located in The City and County of New York (the “New York State Courts”), provided that if subject matter jurisdiction over the matter that is the subject of the summons action is vested exclusively in the U.S. federal courts, such action shall be heard in the U.S. District Court for the Southern District of New York (together with the New York State Courts, the “Chosen Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and complaint and any other process shall not assert as a defense in any action or proceeding relating legal dispute, that (i) such person is not personally subject to this Agreementthe jurisdiction of the Chosen Courts for any reason, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any such action may not be brought or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) is not maintainable in the event any dispute or controversy arises out of this AgreementChosen Courts, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such action is improper. Each party hereby consents to service of process in any such action in any manner permitted by New York law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the The parties hereto (i) hereby irrevocably consents submit to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and the Court of Chancery federal courts of the State United States of Delaware declines to accept jurisdiction America located in New York County, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby, and each party hereby or thereby, or for recognition and enforcement of any judgment irrevocably agrees that all claims in respect thereof; (iii) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such court or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of Section 11(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each Party irrevocably submits to the exclusive jurisdiction of the parties hereto (i) irrevocably consents to the service state courts of the summons State of Delaware and complaint and (ii) the United States District Court for the District of Delaware or the Delaware Chancery Court for the purposes of any other process in any action Proceeding arising out of or proceeding relating to this AgreementAgreement or any of the transactions contemplated hereby (and agrees not to commence any Proceeding relating hereto except in such courts). Each Party further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 7.03 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the agreements delivered by immediately preceding sentence. Each Party irrevocably and unconditionally waives any objection to the Stockholder in connection herewith laying of venue of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e(i) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery state courts of the State of Delaware or (or, only if ii) the United States District Court of Chancery of for the State District of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated Delaware Chancery Court, and hereby or thereby, or for recognition further irrevocably and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) unconditionally waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any such court other than that any such Proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the aforesaid courts. Each of Parent and Stockholder foregoing, each Party agrees that a final judgment in any action or proceeding in such courts as provided above Proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any jurisdiction or in any other manner provided by Applicable Lawin law or in equity. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) Parties irrevocably consents submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding, and waives any objection it might otherwise have to service of process under law. Each of the summons and complaint and Parties further agrees that service of any other process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8.1 shall be deemed in every respect effective service of process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) Proceeding. Nothing herein shall affect the right of any party Person to serve legal process in any other manner permitted by Applicable Law; (ii) law. Each of the Parties irrevocably and unconditionally consents and submits itself and its properties and assets in waives any action or proceeding objection to the exclusive jurisdiction laying of the Court venue of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises Proceeding arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or thereby, or for recognition and enforcement of any judgment in respect thereof; (iiib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Supreme Court of Chancery of the State of Delaware (orNew York, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterNew York County, any federal court within the State of Delaware); (v) and hereby further irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The Parties hereby irrevocably and (vi) agrees that it will not bring unconditionally waive trial by jury in any action Proceeding relating to this Agreement, Agreement or the agreements delivered by the Stockholder any other agreement entered into in connection herewith or the transactions contemplated hereby or thereby in therewith and for any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if the Court of Chancery of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the Legal Proceeding is vested exclusively in the U.S. federal courts, such Legal Proceeding shall be heard in, and each of the Parties irrevocably consents to the exclusive jurisdiction and venue of, the U.S. District Court for the District of Delaware; provided, further, that if the U.S. District Court for the District of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the Legal Proceeding is vested exclusively in the Delaware state courts, such Legal Proceeding shall be heard in, and each of the Parties irrevocably consents to the exclusive jurisdiction and venue of, the Delaware state courts located in Wilmington, Delaware (or, only if together with the U.S. District Court for the District of Delaware and the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, any federal court within the State of Delaware“Chosen Courts”) in the event connection with any dispute matter based upon or controversy arises arising out of this Agreement, the other Transaction Agreements and the consummation of the Transactions. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the agreements delivered by jurisdiction of the Stockholder Chosen Courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofChosen Courts; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such courtexecution; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before the same; and (vi) agrees that it will not bring Chosen Courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than the aforesaid courtsChosen Courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 11.8, any Party may commence any action, claim, cause of action or proceeding suit in such courts as provided above shall be conclusive and may be enforced in a court other jurisdictions than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)Chosen Courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process in any action Any proceeding based upon or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of this Agreement, or the agreements delivered by other Transaction Agreements and the Stockholder in connection herewith or consummation of the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall Transactions must be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (or, only if to the extent such court does not have subject matter jurisdiction, the Superior Court of Chancery the State of Delaware). Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of such courts, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware declines for such Person and waives and covenants not to accept assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction over a particular matter, of the above named courts for any federal court within the State of Delaware)reason; (vii) waives any objection that it such Legal Proceeding may now not be brought or hereafter have to the venue of any is not maintainable in such action court; (iii) such Person’s property is exempt or proceeding in any immune from execution; (iv) such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1. Notwithstanding the foregoing in this Section 11.8, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the The parties hereto (i) irrevocably consents to the service of the summons agree that jurisdiction and complaint and any other process venue in any action or proceeding relating brought by any party pursuant to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) Agreement shall affect the right of any party to serve legal process lie exclusively in any other manner permitted by Applicable Law; (ii) federal or state court located in the city, state and county of New York. By execution and delivery of this agreement, each party irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or such courts for recognition itself and enforcement of any judgment in respect thereof; (iii) agrees of its property with respect to such action. The parties irrevocably agree that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any venue would be proper in such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated and hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives waive any objection that it may now such court is an improper or hereafter have to inconvenient forum for the venue resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any such action or proceeding in process required by any such court or that such action or proceeding was brought in an inconvenient court shall constitute valid and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreementlawful service of process against them, or the agreements delivered without necessity for service by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner means provided by Applicable Lawstatute or rule of court. EACH PARTY OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY DISPUTE LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTELITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)12.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such Person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13.3 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 13.9, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each Any proceeding or action based upon, arising out of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating related to this Agreement, or the agreements delivered by the Stockholder in connection herewith Subscription Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may must be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (or, only if to the extent such court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); , or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (vthe “Designated Courts”), and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such Designated Court in any such proceeding or action, (ii) irrevocably waives any claims of immunity from jurisdiction and any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the venue of any such proceeding or action or proceeding shall be heard and determined only in any such court or that such action or proceeding was brought in an inconvenient court Designated Court, and (iv) agrees not to plead or claim the same; and (vi) agrees that it will not bring any proceeding or action arising out of or relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith Subscription Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner provided permitted by Applicable Lawlaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 7.10. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO OF ANY DISPUTE ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS SUBSCRIPTION AGREEMENT OR ANY TRANSACTION OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDWHETHER WITH RESPECT TO CONTRACT CLAIMS, EXPRESSLY TORT CLAIMS OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, or any federal Federal court within located in the State of Delaware) in , for the event purposes of any dispute suit, action or controversy arises other proceeding arising out of this AgreementAgreement or any transaction contemplated hereby and (ii) irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom), for the purposes of any suit, action or other proceeding against any Financing Party arising out of the Financing or the agreements delivered performance thereof. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. certified mail to such Party’s respective address set forth in Section 11.01 shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the Stockholder in connection herewith immediately preceding sentence. Each of the Parties hereto (i) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iiia) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Delaware Court of Chancery of the State of Delaware or (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, b) any federal Federal court within located in the State of Delaware); (v) , and hereby further irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (viii) agrees that it will not bring irrevocably and unconditionally waives any action relating objection to this Agreementthe laying of venue of any action, suit or proceeding against any Financing Party arising out of the Financing or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby performance thereof in any state or federal court other than sitting in the aforesaid courts. Each Borough of Parent Manhattan in the City of New York (or any appellate court therefrom), and, in each case, hereby further irrevocably and Stockholder unconditionally waives and agrees that a final judgment not to plead or claim in any action such court that any such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or brought in any other manner provided by Applicable Lawsuch court has been brought in an inconvenient forum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEACTION, AGENT PROCEEDING OR ATTORNEY COUNTERCLAIM ARISING OUT OF OR RELATING IN ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY WAY TO THE FINANCING OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(iPERFORMANCE THEREOF).

Consent to Jurisdiction; Waiver of Jury Trial. Each Any proceeding or action based upon, arising out of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating related to this Agreement, or the agreements delivered by the Stockholder in connection herewith Subscription Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may must be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (or, only if to the extent such court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); , or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (vi) submits to the exclusive jurisdiction of each such court in any such proceeding or action, (ii) waives any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the venue of any such proceeding or action or proceeding shall be heard and determined only in any such court or that such action or proceeding was brought in an inconvenient court court, and (iv) agrees not to plead or claim the same; and (vi) agrees that it will not bring any proceeding or action arising out of or relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith Subscription Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner provided permitted by Applicable Lawlaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 7.10. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO OF ANY DISPUTE ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS SUBSCRIPTION AGREEMENT OR ANY TRANSACTION OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, the “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎6.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section ‎6.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Purchaser, the Collateral Agent or any Affiliate of any of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the City and County of New York and of the United States District Court of the Southern District of New York and any appellate court thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action such action, litigation or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. Nothing in this Agreement or in any other Credit Document shall affect any right that any Purchaser or the Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction. EACH PARTY HERETO HEREBY WAIVES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY PERSON WOULD NOT, IN THE EVENT OF A DISPUTELITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)SECTION.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎6.3 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section ‎6.9, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, the “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto hereby (i) irrevocably consents to the service of the summons and complaint and agrees than any other process in any action action, directly or proceeding indirectly, arising out of, under or relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions or services contemplated hereby herein shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or therebythe United States District Court for the Southern District of New York, for and on behalf (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of itself or the courts identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of its properties the courts identified in clause (i) of this paragraph (e), (C) irrevocably and unconditionally waives and agrees not to plead or assetsclaim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in accordance connection with Section 15(e) any such action in the manner provided herein or in such other manner as may be permitted by Applicable Lawapplicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, and nothing to the fullest extent permitted by applicable law, any right it may have to a trial by jury in this Section 15(i) shall affect the right respect of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any claim or action directly or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orindirectly arising out of, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute under or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, the transactions or the agreements delivered by the Stockholder in connection herewith or the transactions services contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)hereby.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and Chancery Court of the State of Delaware, or if such court declines jurisdiction, then to any other process federal court located in Wilmington, Delaware and, in either case, any action appellate court therefrom in connection with any matter based upon or proceeding relating to arising out of this Agreement, or the agreements delivered other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery laws of the State of Delaware (or, for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matter, above named courts for any federal court within the State of Delawarereason; (ii) such Legal Proceeding may not be brought or is not maintainable in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofsuch court; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such courtexecution; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.1. Notwithstanding the foregoing in this Section 12.9, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and any other process in any action or proceeding relating to this Agreementstate courts of the State of Delaware, or the agreements delivered by the Stockholder any federal court sitting in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orcollectively, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter“Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby irrevocably waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum, or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2, and agrees waives and covenants not to assert or plead or claim any objection which they might otherwise have to such manner of service of process. Notwithstanding the same; and (vi) agrees that it will not bring foregoing in this Section 6.8, a party may commence any action relating to this Agreementaction, claim, cause of action, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO OR ARISING UNDER THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter“Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 5.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) Companies hereby irrevocably consents to the non-exclusive jurisdiction of any Pennsylvania State or Federal Court sitting in Pittsburgh, Pennsylvania, waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to the Companies at the addresses set forth or referred to in Section 24 hereof and service so made shall be deemed to be completed upon actual receipt thereof. Each of the Companies waives any objection to jurisdiction and venue of any action instituted against it as provided herein and agrees not to assert any defense based on lack of jurisdiction or venue, AND EACH OF THE COMPANIES WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT TO THE FULL EXTENT PERMITTED BY LAW. Each Company hereby appoints a process agent, Corporation Service Company, (the “Process Agent”) as its agent to receive on behalf of such party and its respective property, service of copies of the summons and complaint and any other process which may be served in any action or proceeding relating proceeding. Such service may be made by mailing or delivering a copy of such process to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, the Companies in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Lawcare of the Process Agent at the Process Agent’s address, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction each of the Court of Chancery of Companies hereby authorizes and directs the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines Process Agent to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat receive such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsservice on its behalf. Each of Parent and Stockholder Company agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions (or any political subdivision thereof) by suit on the judgment or in any other manner provided by Applicable Lawlaw. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWEach Company further agrees that it shall, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OFfor so long as any Commitment, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLetter of Credit or any obligation of any Loan Party to the Lender remains outstanding, continue to retain Process Agent for the purposes set forth in this Section 24. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEThe Process Agent hereby accepts the appointment of Process Agent by the Companies and agrees to act as Process Agent on behalf of the Companies. The Process Agent has an address of, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDon the date hereof, EXPRESSLY OR OTHERWISE0000 Xxxxxxxxxxx Xxxx, THAT SUCH OTHER PARTY WOULD NOTXxxxx 000, IN THE EVENT OF A DISPUTEXxxxxxxxxx, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYXX 00000, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)Xxxxxx Xxxxxx.

Consent to Jurisdiction; Waiver of Jury Trial. Each In any judicial proceeding involving any dispute, controversy or claim arising out of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or each of the agreements delivered by Shareholders unconditionally accepts the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for non-exclusive jurisdiction and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right venue of any party to serve legal process United States District Court located in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action the State of Delaware, or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orDelaware, only if and the Court appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Shareholders agree that in addition to any method for the service of Chancery process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delawaredirections in Section 11(b) in the event any dispute or controversy arises out of this Agreement. The parties hereby irrevocably waive, or to the agreements delivered fullest extent permitted by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterLaw, any federal court within the State of Delaware); (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such court or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any action or proceeding property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware located in Dover, Delaware (orand any appellate court thereof), only or if such court does not have (or declines to accept) jurisdiction, the United States District Court of Chancery of for the State District of Delaware declines to accept jurisdiction over a particular matterlocated in Wilmington, Delaware (and any federal appellate court within thereof) for the State purposes of Delaware) in the event any dispute or controversy arises Action arising out of or relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or the transactions any transaction contemplated hereby or therebyhereby, or for recognition and or enforcement of any judgment judgment, and agrees that all claims in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from of any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby Action shall be brought, tried heard and determined only in the Court of Chancery of the State of Delaware located in Dover, Delaware (orand any appellate court thereof), only or if such court does not have (or declines to accept) jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof). Each of the parties hereto irrevocably and unconditionally and fully waives the defense of an inconvenient forum to the maintenance of such Action. Each of the parties hereto further agrees that service of any process, summons, notice or document to such party’s respective address listed above in one of the manners set forth in Section 9.7 hereof shall be deemed in every respect effective service of process in any such Action. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives (x) to the fullest extent permitted by Law any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in (A) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterlocated in Dover, Delaware (and any federal appellate court within thereof) or (B) the State United States District Court for the District of DelawareDelaware located in Wilmington, Delaware (and any appellate court thereof); , (vy) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court fullest extent permitted by Law and agrees not to plead or claim the same; in any such court that any such Action brought in any such court has been brought in an inconvenient forum and (viz) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.10, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each Any claims or causes of the parties hereto (i) irrevocably consents to the service action based upon, arising out of the summons and complaint and any other process in any action or proceeding relating related to this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware such court declines to accept jurisdiction over a particular matterexercise jurisdiction, any federal or state court within located in New York County, New York, and each of the State parties hereto irrevocably submits to the exclusive jurisdiction of Delaware); (v) each such court in any such claim or cause of action, waives any objection that it may now or hereafter have to the personal jurisdiction, venue or to convenience of any such forum, agrees that all claims and causes of action or proceeding shall be heard and determined only in any such court or that such action or proceeding was brought in an inconvenient court court, and agrees not to plead or claim the same; and (vi) agrees that it will not bring any claim or cause of action arising out of or relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other court. Nothing contained in this Agreement shall be deemed to affect the right of any party hereto to serve process in any manner provided permitted by Applicable Lawlaw, or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any claim or cause of action brought pursuant to this Section 7.6. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if the Court of Chancery of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in, and each of the parties irrevocably consents to the exclusive jurisdiction and venue of, the U.S. District Court for the District of Delaware; provided, further, that if the U.S. District Court for the District of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the Delaware state courts, such legal proceeding shall be heard in, and each of the parties irrevocably consents to the exclusive jurisdiction and venue of, the Delaware state courts located in Wilmington, Delaware (or, only if together with the U.S. District Court for the District of Delaware and the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, the “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition Subscription Agreement and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or each other request for leave from any such court; (iv) agrees that any actions or proceedings arising document executed in connection with this Agreementthe Transaction, or and the agreements delivered consummation thereof, and agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery laws of the State of Delaware for such persons. Each party hereto hereby waives, and shall not assert as a defense in any legal dispute, that (or, only if i) such person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matterChosen Courts for any reason, any federal court within (ii) such legal proceeding may not be brought or is not maintainable in the State of Delaware); Chosen Courts, (viii) waives any objection that it may now such person’s property is exempt or hereafter have to the venue of any immune from execution, (iv) such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and forum, or (v) the venue of such legal proceeding is improper. Each party hereto hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before the same; and (vi) agrees that it will not bring Chosen Courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than the aforesaid courtsChosen Courts, whether on the grounds of inconvenient forum or otherwise. Each party hereto hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by the laws of the State of Delaware, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.10, a party hereto may commence any action, claim, cause of action or proceeding suit in such courts as provided above shall be conclusive and may be enforced in a court other jurisdictions than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by suit on the judgment or in any other manner provided by Applicable LawChosen Courts. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT THE TRANSACTION, AND THE CONSUMMATION THEREOF, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING OR ANY TRANSACTION CONTEMPLATED HEREBYHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION THEREOF. FURTHERMORE, NO PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of a. Except as otherwise specifically provided herein, Executive and the parties hereto (i) Company each hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the United States District Court of Chancery of for the State District of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept subject matter jurisdiction over a particular matterin that court is not available, in any federal state court located within the State of Wilmington, Delaware) in the event over any dispute or controversy arises arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 4.6; provided, however, that nothing herein shall preclude the agreements delivered Company or Executive from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 4.6 or enforcing any judgment obtained by the Stockholder Company. b. The agreement of the parties to the forum described in connection herewith or Section 4.6(a) is independent of the transactions contemplated hereby or therebylaw that may be applied in any suit, action, or for recognition proceeding and enforcement the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any judgment such suit, action or proceeding brought in respect thereof; (iii) agrees an applicable court described in Section 4.6(a), and the parties agree that it will they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement. The parties agree that, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such applicable court or that such action or proceeding was brought described in an inconvenient court and agrees not to plead or claim the same; and (viSection 4.6(a) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon the parties and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)jurisdiction.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.9, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto (i) irrevocably and unconditionally consents to the service jurisdiction of, and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement and with respect to the enforcement, modification, vacation or correction of an award rendered in an arbitration proceeding may be brought in, any Delaware State court or federal court of the summons and complaint and any other process United States sitting in the State of Delaware in any action or proceeding relating to this Agreement, or the agreements delivered Agreement and consents to service of process in connection therewith by the Stockholder in connection herewith or delivery of notice to such Person’s address at the transactions contemplated hereby or thereby, address for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in notices to such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party Person pursuant to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement. TO THE FULLEST EXTENT PERMITTED BY LAW, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) EACH PARTY HERETO WAIVES ANY AND ALL RIGHTS THE PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR IN CONNECTION THEREWITH. Each party hereto waives any objection that which it may now or hereafter have to the laying of venue of any such action of the aforesaid actions, suits or proceeding proceedings brought in any such Delaware court or that such action or proceeding was brought in an inconvenient court and hereby further waives and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any such Delaware court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action such action, suit or proceeding brought therein has been brought in such courts as provided above shall be conclusive an inconvenient forum. Furthermore, each Shareholder agrees to vote its voting Subject Shares to cause the Company to at any time make the foregoing consents, agreements and may be enforced waivers in other jurisdictions respect of any legal action, suit or proceeding against the Company by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)a Shareholder.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided, that if the Court of Chancery of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in, and each of the parties irrevocably consents to the exclusive jurisdiction and venue of, the U.S. District Court for the District of Delaware; provided, further, that if the U.S. District Court for the District of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the Delaware state courts, such legal proceeding shall be heard in, and each of the parties irrevocably consents to the exclusive jurisdiction and venue of, the Delaware state courts located in Wilmington, Delaware (or, only if together with the U.S. District Court for the District of Delaware and the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, the “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition Subscription Agreement and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or each other request for leave from any such court; (iv) agrees that any actions or proceedings arising document executed in connection with this Agreementthe Transaction, or and the agreements delivered consummation thereof, and agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery laws of the State of Delaware for such persons. Each party hereto hereby waives, and shall not assert as a defense in any legal dispute, that (or, only if i) such person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matterChosen Courts for any reason, any federal court within (ii) such legal proceeding may not be brought or is not maintainable in the State of Delaware); Chosen Courts, (viii) waives any objection that it may now such person’s property is exempt or hereafter have to the venue of any immune from execution, (iv) such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and forum, or (v) the venue of such legal proceeding is improper. Each party hereto hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before the same; and (vi) agrees that it will not bring Chosen Courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than the aforesaid courtsChosen Courts, whether on the grounds of inconvenient forum or otherwise. Each party hereto hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by the laws of the State of Delaware, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3, and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.10, a party hereto may commence any action, claim, cause of action or proceeding suit in such courts as provided above shall be conclusive and may be enforced in a court other jurisdictions than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by suit on the judgment or in any other manner provided by Applicable LawChosen Courts. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT THE TRANSACTION, AND THE CONSUMMATION THEREOF, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE, WHETHER NOW EXISTING OR ANY TRANSACTION CONTEMPLATED HEREBYHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION THEREOF. FURTHERMORE, NO PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each In any judicial proceeding involving any dispute, controversy or claim arising out of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or each of the agreements delivered by Shareholders unconditionally accepts the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for non-exclusive jurisdiction and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right venue of any party to serve legal process court located in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets the Borough of Manhattan in any action or proceeding to the exclusive jurisdiction City of the Court of Chancery of New York in the State of Delaware (orNew York. In any such judicial proceeding, only if the Court Shareholders agree that in addition to any method for the service of Chancery process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delawaredirections in Section 11(b) in the event any dispute or controversy arises out of this Agreement. The parties hereby irrevocably waive, or to the agreements delivered fullest extent permitted by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterLaw, any federal court within the State of Delaware); (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such court or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents The Parties hereby agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if to the Court extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware, to the exclusion of Chancery other courts, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the State foregoing, each of Delaware declines the Parties (a) waives the defense of inconvenient forum, (b) agrees not to accept jurisdiction over a particular mattercommence any suit, any federal court within the State of Delaware) in the event any dispute action or controversy arises other proceeding arising out of this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or the any transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment other than in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vic) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any such suit, action or other proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the or judgment or in any other manner provided by Applicable Lawlaw. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 8.8. EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEWithout limiting the foregoing, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)each Party hereby agrees that service of process upon such Party in any action or proceeding contemplated by this Section 8.8 shall be effective if notice is given in accordance with Section 8.2.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular Delaware, “Chosen Courts”), in connection with any matter, claim or cause of action (whether based on law, in equity, in contract, in tort or any federal court within the State of Delawareother theory, or granted by statute or otherwise) in the event any dispute or controversy arises based upon, arising out of or related to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions any transaction contemplated hereby or therebythe negotiation, execution, performance or for recognition and enforcement of this Agreement or any judgment transaction contemplated hereby. Each party hereto hereby waives, and shall not assert as a defense in respect thereof; any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(a) and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 8(j), a party hereto may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY MATTER, CLAIM OR INDIRECTLY CAUSE OF ACTION (WHETHER BASED ON LAW, IN EQUITY, IN CONTRACT, IN TORT OR ANY OTHER THEORY, OR GRANTED BY STATUTE OR OTHERWISE) BASED UPON, ARISING OUT OFOF OR RELATED TO THIS AGREEMENT, UNDER ANY TRANSACTION CONTEMPLATED HEREBY OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO (A) CERTIFIES THAT SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, HERETO SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each (a) Except as provided in Section 6.16, each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (oror the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, only if the Court other Transaction Documents and the consummation of Chancery the Transactions, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware declines for such Person and waives and covenants not to accept assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that (i) such Person is not personally subject to the jurisdiction over a particular matter, of the above named courts for any federal court within the State of Delawarereason; (ii) such Legal Proceeding may not be brought or is not maintainable in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofsuch court; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such courtexecution; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such Legal Proceeding in any manner permitted by Delaware law, and (vi) further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.2. Notwithstanding the foregoing in this Section 10.9, any Party may commence any action, claim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action against the Debt Financing Sources, including any dispute arising out of or relating in any way to this Agreement, any Debt Commitment Letter or the agreements delivered by the Stockholder in connection herewith performance thereof, whether based on contract, tort or the transactions contemplated hereby or thereby otherwise, in any court forum other than exclusively in federal court sitting in the aforesaid courts. Each State of Parent and Stockholder agrees that a final judgment New York, Borough of Manhattan in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)City of New York.

Consent to Jurisdiction; Waiver of Jury Trial. Each Any claims or causes of the parties hereto (i) irrevocably consents to the service action based upon, arising out of the summons and complaint and any other process in any action or proceeding relating related to this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware such court declines to accept jurisdiction over a particular matterexercise jurisdiction, any federal or state court within located in New York County, New York, and each of the State parties hereto irrevocably submits to the exclusive jurisdiction of Delaware); (v) each such court in any such claim or cause of action, waives any objection that it may now or hereafter have to the personal jurisdiction, venue or to convenience of any such forum, agrees that all claims and causes of action or proceeding shall be heard and determined only in any such court or that such action or proceeding was brought in an inconvenient court court, and agrees not to plead or claim the same; and (vi) agrees that it will not bring any claim or cause of action arising out of or relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other court. Nothing contained in this Agreement shall be deemed to affect the right of any party hereto to serve process in any manner provided permitted by Applicable Lawlaw, or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any claim or cause of action brought pursuant to this Section 6.6. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons Chancery Court of the State of Delaware, or if such court declines jurisdiction, then to any federal court located in Wilmington, Delaware and, in either case, any appellate court therefrom in connection with any matter based upon or arising out of this Joinder Agreement and complaint and any other the consummation of the Transactions, agrees that process may be served upon them in any action or proceeding relating to this Agreement, or the agreements delivered manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery laws of the State of Delaware (or, for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matter, above named courts for any federal court within the State of Delawarereason; (ii) such Legal Proceeding may not be brought or is not maintainable in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofsuch court; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such courtexecution; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 3.3. Notwithstanding the foregoing in this Section 3.5, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter“Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 19.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 19.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition Subscription Agreement and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or each other request for leave from any such court; (iv) agrees that any actions or proceedings arising document executed in connection with this Agreementthe transaction contemplated hereby, or and the agreements delivered consummation thereof, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery Laws of the State of Delaware (or, for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each party may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matterChosen Courts for any reason, any federal court within (ii) such legal proceeding may not be brought or is not maintainable in the State of Delaware); Chosen Courts, (viii) waives any objection that it may now such person’s property is exempt or hereafter have to the venue of any immune from execution, (iv) such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and forum or (v) the venue of such legal proceeding is improper. Each party hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before the same; and (vi) agrees that it will not bring Chosen Courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than the aforesaid courtsChosen Courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2. Notwithstanding the foregoing in this Section 6.9, a party may commence any action, claim, cause of action or proceeding suit in such courts as provided above shall be conclusive and may be enforced in a court other jurisdictions than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by suit on the judgment or in any other manner provided by Applicable LawChosen Courts. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT THE TRANSACTION, AND THE CONSUMMATION THEREOF, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR ANY TRANSACTION CONTEMPLATED HEREBYHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION THEREOF. FURTHERMORE, NO PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction courts of the Court of Chancery located in the State of Delaware or to the extent that such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware (or, only if it has or can acquire jurisdiction, in the United States District Court for the District of Chancery Delaware, in each case, in connection with any matter based upon or arising out of this Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware declines for such Person and waives and covenants not to accept assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction over a particular matter, of the above named courts for any federal court within the State of Delawarereason; (ii) such Legal Proceeding may not be brought or is not maintainable in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofsuch court; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such courtexecution; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.01. Notwithstanding the foregoing in this Section 11.08, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto hereby (i) irrevocably consents to the service of the summons and complaint and agrees than any other process in any action action, directly or proceeding indirectly, arising out of, under or relating to this Agreement, Agreement or the agreements delivered Transactions shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Stockholder Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection herewith or with the transactions action(s) contemplated hereby or therebyby subsection (i) hereof, for (A) irrevocably and on behalf unconditionally consents and submits to the exclusive jurisdiction of itself or the courts identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of its properties the courts identified in clause (i) of this paragraph (e), (C) irrevocably and unconditionally waives and agrees not to plead or assetsclaim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in accordance connection with Section 15(e) any such action in the manner provided herein or in such other manner as may be permitted by Applicable Lawapplicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, and nothing to the fullest extent permitted by applicable law, any right it may have to a trial by jury in this Section 15(i) shall affect the right respect of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any claim or action directly or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orindirectly arising out of, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute under or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, the transactions or the agreements delivered by the Stockholder in connection herewith or the transactions services contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)hereby.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 5.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (i) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to this Agreement, or Agreement and the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for rights and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyobligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreementassigns, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried brought and determined only exclusively in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State City of Delaware); (v) waives any objection that it may now or hereafter have New York, New York. Each of the parties hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby or thereby by this Agreement in any court other than the aforesaid courts. Each of Parent the parties hereby irrevocably waives, and Stockholder agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (1) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 6(h), (2) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (3) to the fullest extent permitted by applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject mater hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)such courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents party hereto, to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreementextent it may lawfully do so, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (orMaine and the United States District Court for the District of Maine, only if as well as to the Court jurisdiction of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion all courts from which an appeal may be taken or other request for leave review sought from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts, for the purpose of any suit, action or other proceeding arising out of such party’s obligations under or with respect to this Agreement or any of the agreements, instruments or documents contemplated hereby, and expressly waives any and all objections it may have as to venue in any of such courts. Each of Parent and Stockholder agrees that a final judgment party hereto hereby waives trial by jury in any action action, proceeding or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment counterclaim arising out of or in any way concerned with this Agreement or any of the agreements, instruments or documents contemplated hereby. No party hereto, nor any assignee or successor of a party hereto shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other manner provided litigation procedure based upon, or arising out of, this Agreement or any of the agreements, instruments or documents contemplated hereby. No party will seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial cannot be or has not been waived. The provisions of this have been fully discussed by Applicable Lawthe parties hereto, and the provisions shall be subject to no exceptions. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWNo party has in any way agreed with, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OFor represented to, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)any other party that the provisions of this section will not be fully enforced in all instances.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and Chancery Court of the State of Delaware, or if such court declines jurisdiction, then to any other process federal court located in Wilmington, Delaware or any action appellate court therefrom in connection with any matter based upon or proceeding relating to arising out of this Agreement, or the agreements delivered other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery laws of the State of Delaware (or, for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matter, above named courts for any federal court within the State of Delawarereason; (ii) such Legal Proceeding may not be brought or is not maintainable in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofsuch court; (iii) agrees that it will not attempt to deny such Person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such courtexecution; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.01. Notwithstanding the foregoing in this Section 10.08, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 7.8, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the The parties hereto (i) irrevocably consents hereby agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if to the Court extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware, to the exclusion of Chancery other courts, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the State foregoing, each of Delaware declines the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to accept jurisdiction over a particular mattercommence any suit, any federal court within the State of Delaware) in the event any dispute action or controversy arises other proceeding arising out of this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or the any transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment other than in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vic) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any such suit, action or other proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the or judgment or in any other manner provided by Applicable Law. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 7.8. EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEWithout limiting the foregoing, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)each party hereto hereby agrees that service of process upon such party in any action or proceeding contemplated by this Section 7.8 shall be effective if notice is given in accordance with Section 7.2.

Consent to Jurisdiction; Waiver of Jury Trial. Each In any judicial proceeding involving any dispute, controversy or claim arising out of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or each of the agreements delivered by Shareholders and the Stockholder in connection herewith or Partnership unconditionally accepts the transactions contemplated hereby or thereby, for non-exclusive jurisdiction and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right venue of any party to serve legal process United States District Court located in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action the State of Delaware, or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orDelaware, only if and the Court appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Shareholders and the Partnership agree that in addition to any method for the service of Chancery process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 15.2 of the State of Delaware declines Partnership Agreement. The parties hereby irrevocably waive, to accept jurisdiction over a particular matterthe fullest extent permitted by Law, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such court or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each of (a) Subject to prior compliance with the parties hereto (i) irrevocably consents procedures set forth in Section 11.8, with respect to the service of the summons and complaint and any other process in any action or proceeding Action resulting from, relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with of this Agreement, or and the agreements delivered rights and obligations arising hereunder brought by the Stockholder in connection herewith other party hereto or its successors or assigns, each of the transactions contemplated hereby or thereby shall be brought, tried parties hereto irrevocably and determined only in unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Designated Courts”); . In any such action, suit or proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise (vi) waives any objection claim that it may now or hereafter have is not subject to the venue jurisdiction of any the Designated Courts, (ii) that its property is exempt or immune from attachment or execution, (iii) that such action action, suit or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not forum, (iv) that the venue of such action, suit or proceeding is improper, (v) that such action, suit or proceeding should be transferred or removed to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than one of the aforesaid courtsDesignated Courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the Designated Courts, or (vi) that this Agreement or the subject matter hereof may not be enforced in or by the Designated Courts. Each of Parent and Stockholder the parties hereto hereby agrees not to commence any such action, suit or proceeding other than before one of the Designated Courts. Each of the parties hereto also hereby agrees that any final and unappealable judgment against a final judgment party in connection with any action such action, suit or proceeding in such courts as provided above shall be conclusive and binding on such party and that such judgment may be enforced in other jurisdictions by any court of competent jurisdiction, either within or outside of the U.S. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. With respect to any action, suit on or proceeding for which it has submitted to jurisdiction pursuant to this Section 11.9, each party irrevocably consents to service of process in the judgment or manner provided for the giving of notices pursuant to Section 11.1 of this Agreement. Nothing in this Section 11.9 shall affect the right of any party to serve process in any other manner provided permitted by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWThe foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in the State of Delaware for any purpose except with respect to any action, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OFsuit or proceeding resulting from, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO relating to or arising out of this Agreement or (Ab) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)be deemed to confer rights on any Person other than the respective parties to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder Shareholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e14(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i14(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder Shareholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder Shareholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (ve) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder Shareholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder Shareholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i14(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any state court in the State of Delaware, United States of America, or any Federal court located in the State of Delaware, United States of America, for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement, or the subject matter of this Agreements may not be enforced in or by such court and (iii) hereby agrees not to commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10 is reasonably calculated to give actual notice. Each of the parties hereto (i) hereby irrevocably consents waives any and all right to the service trial by jury in respect to any litigation directly or indirectly arising out of the summons and complaint and any other process in any action or proceeding relating related to this Agreement, or the agreements delivered by the Stockholder in connection herewith Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)hereby.

Consent to Jurisdiction; Waiver of Jury Trial. (i) Each of the parties hereto (i) Parties irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if to the extent such court does not have jurisdiction, in the United States District Court of Chancery of for the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State District of Delaware) , in the event each case in connection with any dispute matter based upon or controversy arises arising out of this Agreement, the other Transaction Agreements and the consummation of the Transactions. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the agreements delivered by jurisdiction of the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or above named courts for recognition and enforcement of any judgment in respect thereofreason; (iiib) agrees that it will such Legal Proceeding may not attempt to deny be brought or defeat such personal jurisdiction by motion or other request for leave from any is not maintainable in such court; (ivc) such Person’s property is exempt or immune from execution; (d) such Legal Proceeding is brought in an inconvenient forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees that not to commence or prosecute any actions such action, claim, cause of action or proceedings arising suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in connection with this Agreement, or the agreements delivered any such proceeding in any manner permitted by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery laws of the State of Delaware (orDelaware, only if and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 2(i) and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterforegoing in this Section 2(g), any federal court within the State Party may commence any action, claim, cause of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding suit in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of a. Except as otherwise specifically provided herein, Executive and the parties hereto (i) Company each hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the United States District Court of Chancery of for the State District of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept subject matter jurisdiction over a particular matterin that court is not available, in any federal state court located within the State of Wilmington, Delaware) in the event over any dispute or controversy arises arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 4.6; provided, however, that nothing herein shall preclude the agreements delivered Company or Executive from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 4.6 or enforcing any judgment obtained by the Stockholder Company. b. The agreement of the parties to the forum described in connection herewith or Section 4.6(a) is independent of the transactions contemplated hereby or therebylaw that may be applied in any suit, action, or for recognition proceeding and enforcement the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any judgment such suit, action or proceeding brought in respect thereof; (iii) agrees an applicable court described in Section 4.6(a), and the parties agree that it will they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement. The parties agree that, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such applicable court or that such action or proceeding was brought described in an inconvenient court and agrees not to plead or claim the same; and (viSection 4.6(a) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon the parties and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawjurisdiction. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).11

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any Any action or proceeding relating to this Agreement, or Agreement shall be brought and enforced exclusively in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, only solely if such court does not have jurisdiction, then in the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within courts in the State of Delaware) , and the Parties irrevocably submit to the jurisdiction of such courts in the event respect of any such action or proceeding, and appropriate appellate courts therefrom, over any dispute or controversy arises arising out of or relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby, and each party hereby or thereby, or for recognition and enforcement of any judgment irrevocably agrees that all claims in respect thereof; (iii) agrees that it will not attempt to deny or defeat of such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall dispute may be brought, tried heard and determined only in such courts. The Parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable Law, any federal court within the State of Delaware); (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such courts or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the Parties agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the Parties hereby consents to process being served by any party to this Agreement in any suit, action, proceeding or counterclaim of the nature specified in this Section 8.8 by the mailing of a copy thereof in the manner specified by the provisions of Section 8.1. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH PARTY HERETO HEREBY WAIVES TO OF THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY(EACH PARTY HAVING HAD THE OPPORTUNITY TO CONSULT COUNSEL), AMONG OTHER THINGSEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE MUTUAL WAIVERS PARTIES TO THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND CERTIFICATIONS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECTION 15(i)AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each In any judicial proceeding involving any dispute, controversy or claim arising out of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or each of the agreements delivered by Shareholders and the Stockholder in connection herewith or Partnership unconditionally accepts the transactions contemplated hereby or thereby, for nonexclusive jurisdiction and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right venue of any party to serve legal process United States District Court located in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action the State of Delaware, or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orDelaware, only if and the Court of Chancery of the State of Delaware declines appellate courts to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition which orders and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from judgments thereof may be appealed. In any such court; (iv) agrees judicial proceeding, the Shareholders and the Partnership agree that in addition to any actions method for the service of process permitted or proceedings arising in connection with this Agreementrequired by such courts, or to the agreements delivered fullest extent permitted by law, service of process may be made by delivery provided pursuant to Section 11(b). The parties hereby irrevocably waive, to the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be broughtfullest extent permitted by law, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby brought in such court or thereby in any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent and Stockholder the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any Proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the competent courts located in Wilmington, Delaware, for the purpose of resolving any and all disputes arising under this Agreement (including any Indemnification Claims under Article 9) and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto (i) irrevocably consents consent to the service of process out of any of the summons and complaint and any other process aforementioned courts in any such action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or delivery of copies thereof by overnight courier to the transactions contemplated hereby or thereby, address for and on behalf such party to which notices are deliverable hereunder. Any such service of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may process shall be permitted by Applicable Law, and nothing in this Section 15(i) effective upon delivery. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in . The parties hereto hereby waive any right to stay or dismiss any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute under or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this AgreementAgreement 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 the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to any of its property is immune from the venue of any such action or proceeding in any such court or above-described legal process, (ii) that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, that venue for the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and is improper or that this Agreement may not be enforced in other jurisdictions or by suit on the judgment such courts, or in (iii) any other manner provided by Applicable Lawdefense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY DISPUTE DIRECTLY ACTION RELATED TO OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular Delaware, “Chosen Courts”), in connection with any matter, claim or cause of action (whether based on law, in equity, in contract, in tort or any federal court within the State of Delawareother theory, or granted by statute or otherwise) in the event any dispute or controversy arises based upon, arising out of or related to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions any transaction contemplated hereby or therebythe negotiation, execution, performance or for recognition and enforcement of this Agreement or any judgment transaction contemplated hereby. Each party hereto hereby waives, and shall not assert as a defense in respect thereof; any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7(a) and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 7(j), a party hereto may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY MATTER, CLAIM OR INDIRECTLY CAUSE OF ACTION (WHETHER BASED ON LAW, IN EQUITY, IN CONTRACT, IN TORT OR ANY OTHER THEORY, OR GRANTED BY STATUTE OR OTHERWISE) BASED UPON, ARISING OUT OFOF OR RELATED TO THIS AGREEMENT, UNDER ANY TRANSACTION CONTEMPLATED HEREBY OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO (A) CERTIFIES THAT SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, HERETO SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each (a) Subject to Section 3.3 and Section 9.14(c), each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the parties hereto (i) irrevocably consents to United States of America, in each case sitting in the service City of the summons and complaint Wilmington, County of New Castle, State of Delaware, and any other process appellate court from any thereof, in any action action, suit or proceeding arising out of or relating to this Agreement, Agreement or any Ancillary Agreement (other than the agreements Sublicense Agreements) delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, Transactions or for recognition and or enforcement of any judgment in respect thereof; relating thereto, and each Party hereby irrevocably and unconditionally: (iiii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from commence any such court; action, suit or proceeding except in such courts, (ivi) agrees that any actions claim in respect of any such action, suit or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall proceeding may be brought, tried heard and determined only in the Court of Chancery of the such Delaware State of Delaware (court or, only if to the Court of Chancery of extent permitted by applicable Law, in such Federal court, (iii) waives, to the State of Delaware declines to accept jurisdiction over a particular matterfullest extent it may legally and effectively do so, any federal court within the State of Delaware); (v) waives any objection that which it may now or hereafter have to the laying of venue of any such action action, suit or proceeding in any such Delaware State or Federal court or that and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action action, suit or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courtssuch Delaware State or Federal court. Each of Parent and Stockholder Party agrees that a final judgment in any action such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWEach Party irrevocably consents to service of process in the manner provided for notices in Section 13.15. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. Buyer hereby agrees that service of all writs, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OFprocess and summonses in any actions or proceedings arising out of this Agreement may be made upon Corporation Service Company (the “Process Agent”) and hereby irrevocably appoints the Process Agent as its true and lawful agent for the service of process in its name, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYplace and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give to Buyer any notice of such service of such writs, process or summonses shall not impair or affect the validity of such service or of any judgment based thereon. EACH PARTY HERETO (ABuyer agrees to maintain at all times the agent aforesaid in the State of Delaware, and to give Seller Parent advance written notice of any change of such Process Agent. Nothing in this Section 13.10(a) CERTIFIES THAT NO REPRESENTATIVEshall be deemed in any way to limit the ability of Seller Parent to serve any such writs, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDprocess or summonses in any other manner permitted by Law or to obtain jurisdiction over Buyer in such other jurisdictions, EXPRESSLY OR OTHERWISEand in such manner, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)as my be permitted by applicable Law.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto (i) hereby irrevocably consents and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to the service of the summons and complaint and its obligations, liabilities or any other process in any action matter under or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this AgreementAgreement and with respect to the enforcement, modification, vacation or the agreements delivered by the Stockholder correction of an award rendered in connection herewith an arbitration proceeding may be brought in any state or the transactions contemplated hereby or thereby shall be brought, tried and determined only federal court located in the Court city of Chancery of the State of Wilmington, New Castle County, Delaware (ora “Delaware Court”), only if and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such Delaware Court of Chancery of the State of Delaware declines with respect to accept jurisdiction over a particular matterany such action, any federal court within the State of Delaware); (v) suit or proceeding. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO WAIVES ANY AND ALL RIGHTS THE PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR IN CONNECTION THEREWITH. Each party hereto waives any objection that which it may now or hereafter have to the laying of venue of any such action of the aforesaid actions, suits or proceeding proceedings brought in any such court or that such action or proceeding was brought in an inconvenient court Xxxxxxxx Xxxxx and hereby further waives and agrees not to plead or claim in any such Delaware Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the same; fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth herein and (viii) agrees all notices that it will not bring any action relating are required to this Agreement, or the agreements delivered be given hereunder may be given by the Stockholder attorneys for the respective parties. Furthermore, each Member agrees to vote its Units to cause the Company to at any time make the foregoing consents, agreements and waivers in connection herewith or the transactions contemplated hereby or thereby in respect of any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action legal action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions against the Company by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)a Member.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if (and only if if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Superior Court of Chancery of the State of Delaware (Complex Commercial Division) or, if (and only if if) the Superior Court of Chancery of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court within sitting in the State of Delaware, and any appellate courts therefrom (the “Chosen Courts”); , in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (vi) waives any objection that it may now or hereafter have such person is not personally subject to the venue jurisdiction of the Chosen Courts for any reason, (ii) such action legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3 and agrees waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6.9, a party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of (a) Except as otherwise specifically provided herein, Executive and the parties hereto (i) Company each hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the United States District Court of Chancery of for the State District of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept subject matter jurisdiction over a particular matterin that court is not available, in any federal state court located within the State of Delaware) in the event over any dispute or controversy arises arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 17(a); provided, however, that nothing herein shall preclude the agreements delivered Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 17 or enforcing any judgment obtained by the Stockholder Company. (b) The agreement of the parties to the forum described in connection herewith or Section 17(a) is independent of the transactions contemplated hereby or therebylaw that may be applied in any suit, action, or for recognition proceeding and enforcement the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any judgment such suit, action or proceeding brought in respect thereof; (iii) an applicable court described in Section 17(a), and the parties agrees that it will they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement. The parties agree that, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of fullest extent permitted by applicable law, a final and non-appealable judgment in any such 13 suit, action or proceeding brought in any such applicable court or that such action or proceeding was brought described in an inconvenient court and agrees not to plead or claim the same; and (viSection 17(a) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon the parties and may be enforced in any other jurisdictions by suit on jurisdiction. (c) The parties hereto irrevocably consent to the judgment or service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 22. (d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other manner party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 17(d). (e) Each party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement; provided by Applicable Lawthat, the Company shall reimburse the Executive for reasonable attorneys’ fees and expenses to the extent that Executive substantially prevails as to a material issue with respect to any matters subject to dispute hereunder. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)18.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (oror the federal courts located in the State of Delaware in connection with any matter based upon or arising out of this Agreement, only if the Court other Transaction Agreements and the consummation of Chancery the Transactions, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware declines for such Person and waives and covenants not to accept assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction over a particular matter, of the above named courts for any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofreason; (iiib) agrees that it will such Legal Proceeding may not attempt to deny be brought or defeat such personal jurisdiction by motion or other request for leave from any is not maintainable in such court; (ivc) agrees that any actions such Person’s property is exempt or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)immune from execution; (vd) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.1. Notwithstanding the foregoing in this Section 10.8, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each (a) Except as provided in Sections 2.11(f), 3.2(b) and 7.13, each of the parties hereto (i) Parties irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if solely to the extent that such court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within and the State United States District Court for the District of Delaware) ), in the event each case in connection with any dispute matter based upon or controversy arises arising out of this Agreement, or the agreements delivered other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery laws of the State of Delaware (or, for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matter, above named courts for any federal court within the State of Delaware)reason; (vb) waives any objection that it such Legal Proceeding may now not be brought or hereafter have to the venue of any is not maintainable in such action court; (c) such Person’s property is exempt or proceeding in any immune from execution; (d) such court or that such action or proceeding was Legal Proceeding is brought in an inconvenient court forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before one of the same; and (vi) agrees that it will not bring above-named courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than one of the aforesaid above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2. Notwithstanding the foregoing in this Section 11.9, any Party may commence any action, claim, cause of action or proceeding suit in such a court other than the above-named courts as provided above shall be conclusive and may be enforced in other jurisdictions solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)above-named courts.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition Subscription Agreement and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or each other request for leave from any such court; (iv) agrees that any actions or proceedings arising document executed in connection with this Agreementthe Transaction, or and the agreements delivered consummation thereof, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery Laws of the State of Delaware (or, for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each party may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matterChosen Courts for any reason, any federal court within (ii) such legal proceeding may not be brought or is not maintainable in the State of Delaware); Chosen Courts, (viii) waives any objection that it may now such person’s property is exempt or hereafter have to the venue of any immune from execution, (iv) such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and forum or (v) the venue of such legal proceeding is improper. Each party hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before the same; and (vi) agrees that it will not bring Chosen Courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than the aforesaid courtsChosen Courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.2. Notwithstanding the foregoing in this Section 5.9, a party may commence any action, claim, cause of action or proceeding suit in such courts as provided above shall be conclusive and may be enforced in a court other jurisdictions than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by suit on the judgment or in any other manner provided by Applicable LawChosen Courts. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR THIS AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION THEREOF, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION THEREOF. EACH FURTHERMORE, NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter“Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition Subscription Agreement and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or each other request for leave from any such court; (iv) agrees that any actions or proceedings arising document executed in connection with this Agreementthe Transaction, or and the agreements delivered consummation thereof, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (or, only if i) such person is not personally subject to the Court of Chancery jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matterChosen Courts for any reason, any federal court within (ii) such legal proceeding may not be brought or is not maintainable in the State of Delaware); Chosen Courts, (viii) waives any objection that it may now such person’s property is exempt or hereafter have to the venue of any immune from execution, (iv) such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and forum or (v) the venue of such legal proceeding is improper. Each party hereby agrees not to plead commence or claim prosecute any such action, claim, cause of action or suit other than before the same; and (vi) agrees that it will not bring Chosen Courts, nor to make any motion or take any other action relating seeking or intending to this Agreementcause the transfer or removal of any such action, claim, cause of action or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in suit to any court other than the aforesaid courtsChosen Courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of Parent and Stockholder agrees that a final judgment process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.2. Notwithstanding the foregoing in this Section 6.9, a party may commence any action, claim, cause of action or proceeding suit in such courts as provided above shall be conclusive and may be enforced in a court other jurisdictions than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by suit on the judgment or in any other manner provided by Applicable LawChosen Courts. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT THE TRANSACTIONS, AND THE CONSUMMATION THEREOF, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR ANY TRANSACTION CONTEMPLATED HEREBYHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTION, AND THE CONSUMMATION THEREOF. FURTHERMORE, NO PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each Person constituting Guarantor hereby irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Guaranty shall be brought in the courts of record of the parties hereto State of New York in New York County or the courts of the United States, Southern District of New York; (ib) consents to, and waives any and all personal rights under the laws of any state or the United States to object to, the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts. In furtherance of such agreement, each such Person hereby agrees, upon request of PE Member, to discontinue (or allow to be discontinued) any such suit, action or proceeding pending in any other jurisdiction or court. Nothing contained herein, however, shall prevent PE Member from bringing any suit, action or proceeding or exercising any rights against any security or against any Guarantor, or against any property of any Guarantor, in any other state or court. Initiating such suit, action or proceeding or taking such action in any state shall in no event constitute a waiver of the agreement contained herein that the laws of the State of New York shall govern the rights and obligations of each Guarantor and PE Member hereunder or thereunder or the submission herein or therein by each Guarantor to personal jurisdiction within the State of New York. Each Guarantor hereby irrevocably consents to the service of the summons any and complaint and any other all process in any such suit, action or proceeding relating by service of copies of such process to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of Guarantor at its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing address provided herein. Nothing in this Section 15(i) 21, however, shall affect the right of any party PE Member to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courtslaw. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY EACH GUARANTOR AND PE MEMBER, EACH KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION OR INDIRECTLY PROCEEDING BASED UPON, ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY WAY RELATING TO THIS AGREEMENT GUARANTY OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVECONDUCT, AGENT ACT OR ATTORNEY OMISSION OF ANY OTHER PARTY HAS REPRESENTEDGUARANTOR OR PE MEMBER, EXPRESSLY OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, ATTORNEYS OR AFFILIATES, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. The waivers contained in this Section 21 are given knowingly and voluntarily by each Guarantor and PE Member, THAT SUCH OTHER PARTY WOULD NOTas the case may be, IN THE EVENT OF A DISPUTEand, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYwith respect to the waiver of jury trial, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)are intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. PE Member and each Guarantor are hereby authorized to file a copy of this Section 21 in any proceeding as conclusive evidence of these waivers.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) Parties irrevocably consents to the service exclusive jurisdiction and venue of the summons and complaint and Chancery Court of the State of Delaware, or if such court declines jurisdiction, then to any other process federal court located in Wilmington, Delaware or any action appellate court therefrom in connection with any matter based upon or proceeding relating to arising out of this Agreement, or the agreements delivered other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery laws of the State of Delaware (or, for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the Court jurisdiction of Chancery the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such proceeding in any manner permitted by laws of the State of Delaware declines Delaware, and further consents to accept jurisdiction over a particular matterservice of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.01. Notwithstanding the foregoing in this Section 10.08, any federal court within the State Party may commence any action, claim, cause of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding suit in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid above-named courts solely for the purpose of enforcing an Order or judgment issued by one of the above-named courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the courts of the United States for the District of Delaware, and the appellate courts thereof, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated herein (including, for the avoidance of doubt, any action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources arising out of, or relating to, the transactions contemplated hereby, the Debt Financing Commitment, the Debt Financing or the performance of services thereunder or related thereto), and hereby irrevocably waive, and agree not to assert, as a defense in any action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), that such action may not be brought or is not maintainable in said courts, that such action is brought in an inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto (i) irrevocably consents agree that all claims with respect to the service of the summons and complaint and any other process in any such action or proceeding relating shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to this Agreement, and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that delivery of process or the agreements delivered by the Stockholder other papers in connection herewith with any such action or proceeding in the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, manner provided in accordance with Section 15(e) 11.3 hereof or in such other manner as may be permitted by Applicable Lawlaw, shall be valid and nothing in this Section 15(i) shall affect sufficient service thereof. Notwithstanding the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction foregoing, each of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) parties hereto agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, against the Debt Financing Sources in any way relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby hereby, including but not limited to any dispute against the Debt Financing Sources arising out of or thereby relating to the Debt Financing Commitment or the performance thereof, in any court forum other than the aforesaid Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts. Each , the United States District Court for the Southern District of Parent New York (and Stockholder agrees that a final judgment in any action or proceeding in such the appellate courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(ithereof).

Consent to Jurisdiction; Waiver of Jury Trial. Each Guarantor hereby irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Guaranty shall be brought in the courts of record of the parties hereto State of New York in New York County or the courts of the United States, Southern District of New York; (ib) consents to, and waives any and all personal rights under the laws of any state or the United States to object to, the jurisdiction of each such court in any such suit, action or proceeding; and (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts. In furtherance of such agreement, Guarantor hereby agrees, upon request of any Developer Party, to discontinue (or allow to be discontinued) any such suit, action or proceeding pending in any other jurisdiction or court. Nothing contained herein, however, shall prevent any Developer Party from bringing any suit, action or proceeding or exercising any rights against any security or against Guarantor, or against any property of Guarantor, in any other state or court. Initiating such suit, action or proceeding or taking such action in any state shall in no event constitute a waiver of the agreement contained herein that the laws of the State of New York shall govern the rights and obligations of Guarantor and the Developer Parties hereunder or thereunder or the submission herein or therein by Guarantor to personal jurisdiction within the State of New York. Guarantor hereby irrevocably consents to the service of the summons any and complaint and any other all process in any such suit, action or proceeding relating by service of copies of such process to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of Guarantor at its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing address provided herein. Nothing in this Section 15(i) 21, however, shall affect the right of any party Developer Party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courtslaw. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY GUARANTOR AND EACH DEVELOPER PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION OR INDIRECTLY PROCEEDING BASED UPON, ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY WAY RELATING TO THIS AGREEMENT GUARANTY OR ANY TRANSACTION CONTEMPLATED HEREBY. CONDUCT, ACT OR OMISSION OF GUARANTOR OR ANY DEVELOPER PARTY, OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, ATTORNEYS OR AFFILIATES, IN EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEOF THE FOREGOING CASES, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDWHETHER SOUNDING IN CONTRACT, EXPRESSLY TORT OR OTHERWISE. The waivers contained in this Section 21 are given knowingly and voluntarily by Guarantor and each Developer Party, THAT SUCH OTHER PARTY WOULD NOTas the case may be, IN THE EVENT OF A DISPUTEand, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYwith respect to the waiver of jury trial, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)are intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. Each Developer Party and Guarantor is hereby authorized to file a copy of this Section 21 in any proceeding as conclusive evidence of these waivers.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any action or proceeding property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware located in Dover, Delaware (orand any appellate court thereof), only or if such court does not have (or declines to accept) jurisdiction, the United States District Court of Chancery of for the State District of Delaware declines to accept jurisdiction over a particular matterlocated in Wilmington, Delaware (and any federal appellate court within thereof) for the State purposes of Delaware) in the event any dispute or controversy arises Action arising out of or relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or the transactions any transaction contemplated hereby or therebyhereby, or for recognition and or enforcement of any judgment judgment, and agrees that all claims in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from of any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby Action shall be brought, tried heard and determined only in the Court of Chancery of the State of Delaware located in Dover, Delaware (orand any appellate court thereof), only or if such court does not have (or declines to accept) jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof). Each of the parties hereto irrevocably and unconditionally and fully waives the defense of an inconvenient forum to the maintenance of such Action. Each of the parties hereto further agrees that service of any process, summons, notice or document to such party’s respective address listed above in one of the manners set forth in Section 5.6 hereof shall be deemed in every respect effective service of process in any such Action. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives (x) to the fullest extent permitted by Law any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in (A) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterlocated in Dover, Delaware (and any federal appellate court within thereof) or (B) the State United States District Court for the District of DelawareDelaware located in Wilmington, Delaware (and any appellate court thereof); , (vy) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court fullest extent permitted by Law and agrees not to plead or claim the same; in any such court that any such Action brought in any such court has been brought in an inconvenient forum and (viz) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) Except as provided in Section 2.8(d), each Party irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of located in Wilmington, Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattersuch court does not have subject matter jurisdiction, any other state or federal court within the State of located in Wilmington, Delaware) in for the event purposes of any dispute or controversy arises Legal Proceeding arising out of this Agreement, the Transactions or the agreements delivered by the Stockholder in connection herewith or the other transactions contemplated hereby or therebyby any of the foregoing, or for recognition and enforcement irrevocably agrees to commence and litigate any such Legal Proceeding only in such courts. Each Party further agrees that service of any judgment process, summons, notice or document in respect thereof; (iii) agrees that it will not attempt to deny accordance with Section 9.1 shall be effective service of process, summons, notice or defeat such personal jurisdiction by motion or other request documents for leave from any such court; Legal Proceeding. Nothing in this Agreement shall in any way be deemed to limit the ability of either Party to serve any such process, summons, notice or document in any other manner permitted by applicable Law. Each Party hereby (iva) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried irrevocably and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) unconditionally waives any objection that it may now or hereafter have to the laying of venue of any Legal Proceeding arising out of this Agreement or the consummation of the Transactions in such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court courts, (b) irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding brought in any such court has been brought in an inconvenient forum, does not have jurisdiction over any Party or that this Agreement, or the same; subject matter hereof, may not be enforced in or by such courts and (vic) irrevocably and unconditionally agrees to be bound by any judgment rendered by any such court and such judgment may be enforced in any other 63 court with jurisdiction over the Parties. Notwithstanding the foregoing, each of the Parties hereto agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing or any of the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby Transactions, in any court forum other than any State or Federal court sitting in the aforesaid courts. Each Borough of Parent and Stockholder agrees that a final judgment Manhattan in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable LawCity of New York. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OFOF OR RELATING TO THIS AGREEMENT, UNDER THE TRANSACTIONS, THE DEBT FINANCING, THE OTHER TRANSACTIONS CONTEMPLATED BY ANY OF THE FOREGOING OR THE ACTIONS, INCLUDING COUNTERCLAIMS, OF THE PARTY IN CONNECTION WITH THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHEREOF. THE PARTIES HERETO EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, HEREBY AGREES AND CONSENTS THAT SUCH OTHER PARTY WOULD NOT, IN WAIVER SHALL EXTEND FOR THE EVENT BENEFIT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)FINANCING SOURCES.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties hereby (i) agrees and irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of submit itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Chancery Court of Chancery the State of Delaware, and any state appellate court therefrom within the State of Delaware (or, only or if the Chancery Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”) in the event any dispute or controversy arises Legal Proceeding arising out of or relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby or therebyhereby, or for recognition and enforcement (ii) agrees that all claims in respect of any judgment such Legal Proceeding will be heard and determined in respect thereof; the Chosen Courts, (iii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; the Chosen Courts, (iv) agrees that not to bring or support any actions Legal Proceeding arising out of or proceedings arising in connection with relating to this Agreement, Agreement or the agreements delivered by the Stockholder in connection herewith or any of the transactions contemplated hereby by this Agreement (whether in contract, tort, common or thereby shall be broughtstatutory law, tried equity or otherwise) anywhere other than the Chosen Courts and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of Parent and Stockholder agrees that a final and non-appealable judgment in any action or proceeding in such courts as provided above Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWFor the avoidance of doubt, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO the preceding sentence (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND shall not limit the jurisdiction of the Accounting Firm as set forth in ‎Section 2.4 and (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYshall include any Legal Proceeding brought for the purpose of enforcing the jurisdiction and judgments of the Accounting Firm. Each of the Parties waives any defense of inconvenient forum to the maintenance of any Legal Proceeding brought in any Chosen Court in accordance with this Section 10.10(a). Each of the Parties agrees that the service of any process, AMONG OTHER THINGSsummons, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)notice or document in connection with any such Legal Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law, will be valid and sufficient service thereof.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or federal court of the parties hereto (i) irrevocably consents to United States of America, in each case sitting in the service City of the summons and complaint Wilmington, County of New Castle, State of Delaware, and any other process appellate court from any thereof, in any action action, suit or proceeding arising out of or relating to this Agreement, Agreement or the agreements any Ancillary Agreement delivered by the Stockholder in connection herewith or the transactions contemplated Transactions or for recognition or enforcement of any judgment relating thereto, and each Party hereby irrevocably and unconditionally: (i) agrees not to commence any such action, suit or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or proceeding except in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Lawcourts; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets agrees that any claim in respect of any action such action, suit or proceeding may be heard and determined in such Delaware state court or, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orextent permitted by applicable Law, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any in such federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereofcourt; (iii) agrees that waives, to the fullest extent it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried may legally and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattereffectively do so, any federal court within the State of Delaware); (v) waives any objection that which it may now or hereafter have to the laying of venue of any such action action, suit or proceeding in any such court Delaware state or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samefederal court; and (viiv) agrees that it will not bring any action relating waives, to this Agreementthe fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action, suit or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby proceeding in any court other than the aforesaid courtssuch Delaware state or federal court. Each of Parent and Stockholder Party agrees that a final judgment in any action such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYEach Party irrevocably consents to service of process in the manner provided for notices in Section 13.15. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (or, only if together with the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, “Chosen Courts”), in connection with any federal court within the State of Delaware) in the event any dispute matter based upon or controversy arises arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or therebyChosen Courts, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny such person’s property is exempt or defeat such personal jurisdiction by motion or other request for leave immune from any such court; execution, (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such action or legal proceeding in any such court or that such action or proceeding was is brought in an inconvenient court forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7.2 and agrees waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 7.8 party may commence any action, claim, cause of action or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Stockholder suit in connection herewith or the transactions contemplated hereby or thereby in any a court other than the aforesaid courtsChosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. Each of Parent and Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN RESPECT ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE DIRECTLY OR INDIRECTLY IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OFOF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTION 15(i)WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and agrees that any other process in any action or proceeding relating Action with respect to this AgreementAgreement and the rights and obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement and the agreements delivered rights and obligations arising hereunder brought by the Stockholder other party hereto or its successors or assigns, shall be brought and determined exclusively in connection herewith or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15(e) or in such other manner as may be permitted by Applicable Law, and nothing in this Section 15(i) shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute state or controversy arises out of this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (v) . The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 14(i), and each party waives any objection that to the imposition of such relief or any right it may now or hereafter have to require the venue obtaining, furnishing or posting of any such action bond or proceeding in similar instrument. Each of the parties hereby irrevocably submits with regard to any such court or that such action or proceeding was brought Action for itself and in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (vi) agrees that it will not bring any action relating to this Agreement, Agreement or any of the agreements delivered by the Stockholder in connection herewith or the transactions contemplated hereby or thereby Transactions in any court other than the aforesaid courts. Each of Parent the parties hereby irrevocably waives, and Stockholder agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action Action with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 14(i), (ii) any claim that it or proceeding its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the Action in such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. Each of the judgment party hereby consents to service being made through the notice procedures set forth in Section 14(i) and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 14(i) shall be effective service of process for any other manner provided by Applicable LawAction in connection with this Agreement. EACH PARTY HERETO HEREBY OF THE PARTIES TO THIS AGREEMENT KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i)AGREEMENT.