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

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive the Employee and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of federal and state courts in the federal courts located within the State District of Delaware (or, if subject matter jurisdiction in such courts are not available, in with respect to any state court located within the State of Delaware) over any dispute disputes or controversies arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 16(a14(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 14 or enforcing any judgment obtained by either partythe Company and, in such event, the Employee hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties to the forum described in Section 16(a14(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a14(a), and the parties agree each party agrees that they it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a14(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties Each party hereto irrevocably consent consents to the service of any and all process in any suit, action, 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 20. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d14(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (ai) Except 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 otherwise specifically provided hereinmay be permitted by Applicable Law, Executive and nothing in this Section 15(i) shall affect the Company each hereby right of any party to serve legal process in any other manner permitted by Applicable Law; (ii) irrevocably submit and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the federal courts located within Court of Chancery of the State of Delaware (or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction in such courts are not availableover a particular matter, in any state federal court located within the State of Delaware) over in the event any dispute arising or controversy arises out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, or the parties undertake not to commence any suit, action agreements delivered by the Stockholder in connection herewith or proceeding arising out of the transactions contemplated hereby or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, actionthereby, or proceeding in any other court for the purpose recognition and enforcement of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. in respect thereof; (biii) The agreement of the parties to the forum described in Section 16(a) is independent of the law agrees that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that; (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 fullest extent permitted 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 applicable law, 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 suit, action, action or proceeding brought in any applicable court described in Section 16(a) 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 jurisdiction. 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 (cA) The parties hereto irrevocably consent to the service of any and all process in any suitCERTIFIES THAT NO REPRESENTATIVE, actionAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, 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 20. EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER AND (dB) Each party hereto hereby waivesACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the fullest extent permitted by applicable lawAMONG OTHER THINGS, 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 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 16(dTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(i). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) a. Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Wilmington, Delaware) over any dispute 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 16(a)4.6; provided, however, that nothing herein shall preclude either party the Company or Executive from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 4.6 or enforcing any judgment obtained by either partythe Company. (b) b. The agreement of the parties to the forum described in Section 16(a4.6(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a4.6(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a4.6(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) c. The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 204.2. (d) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d4.6(d). (e) e. Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Employee and the Company OMNI each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware New York (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareManhattan, New York) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party OMNI or Employee from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partyOMNI. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2014. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinEach of the parties hereto irrevocably agrees for the exclusive benefit of the other that any and all suits, Executive actions or proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined in a Delaware state or a federal court sitting in Wilmington, Delaware, and the Company each parties hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 16(a)such Proceeding; provided, however, that nothing herein shall preclude either party the Company or the Executive from bringing any suit, action, or proceeding Proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, Proceeding and 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 such suit, action, or proceeding Proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding Proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The Each of the parties hereto irrevocably consent and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of any and all process in any suitthe State of Delaware, actionit will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, or proceeding arising out (ii) that service of or relating to this Agreement by the mailing of copies of such process to may also be made on such party at such party’s address specified in Section 2023, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. (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 AgreementProceeding. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceedingProceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, action or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 20. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, 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 16(d). (e) Each party shall bear his or her or 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, except as provided in the following sentence. The Company agrees to pay as incurred (within ten (10) days following the Company’s receipt of an invoice from Executive), to the fullest extent permitted by law, all legal fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement) that arises in connection with or following a Change in Control, plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), based on the applicable rate on the date such legal fees and expenses were incurred.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the federal courts located within of the State of Delaware (orNew York and the federal courts of the United States of America located in New York, if subject matter jurisdiction in such and appropriate appellate courts are not availabletherefrom, in any state court located within the State of Delaware) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in this Agreement, the parties undertake not to commence any suit, action respect of such dispute or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied heard and determined in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum lawcourts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this AgreementAgreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by 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 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 OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive The Holder and the Company each Warrant Agent, (a) hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within sitting in the State Province of Delaware British Columbia for the purpose of any action, claim, cause of action or suit (orin contract, if subject matter jurisdiction in such courts are not availabletort or otherwise), in any state court located within the State of Delaware) over any dispute inquiry, proceeding or investigation arising out of or based upon this Warrant or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to 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 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. Except as otherwise specifically provided Warrant or the subject matter hereof or thereof may not be enforced in this Agreement, the parties undertake or by such court and (c) hereby agrees not to commence or maintain any suitaction, 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 Agreement in a forum the subject matter hereof or thereof other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing before one of the above-named courts nor to make any suit, action, motion or proceeding in take any other court for action seeking or intending to cause the purpose of enforcing the provisions of this Section 16 transfer or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 removal of any such suit, action, claim, cause of action or proceeding brought suit (in an applicable court described in Section 16(acontract, 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. Notwithstanding the foregoing, any party to this Warrant may commence and maintain an action to enforce a judgment of any of the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonabove-appealable judgment named courts in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other of competent jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (d) . Each party hereto hereby waives, consents to the fullest extent service of process in any such proceeding in any manner permitted by applicable law, any right it may have to a trial by jury in respect the laws of any suit, action, or proceeding arising out the Province of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other 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 waiverBritish Columbia, and (ii) acknowledges agrees that it and the other party hereto has been induced service of process by registered or certified mail, return receipt requested, at its address specified pursuant to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d)17 hereof is reasonably calculated to give actual notice. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company parties hereto each hereby irrevocably submit submits to the exclusive jurisdiction of the any federal courts court located within the State of Delaware Arkansas (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareArkansas) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided The Consultant also irrevocably submits to the following jurisdictions: (i) if the Consultant’s then principal residence is not in this Agreementthe State of Arkansas, the jurisdiction of the state and federal courts sitting in the country or locality in which the Consultant’s then principal residence is located; and (ii) the jurisdiction of any court competent to take jurisdiction under its own rules, in each case for purposes of enforcing a judgment obtained by Parent or the Company in support of injunctive relief to prevent or stop a violation by the Consultant of Sections 6, 7 or 8. 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 16(a15(a); provided, however, that nothing herein shall preclude either party Parent or the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 15 or enforcing any judgment obtained by either partyParent or the Company. (b) The agreement of the parties to the forum described in Section 16(a15(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a15(a), and the parties agree each party agrees that they it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a15(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties Each party hereto irrevocably consent consents to the service of any and all process in any suit, action, 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 2026. In addition, the Consultant irrevocably appoints Feld, Hyde, Xxxxxxxxxx & Xxxxxx, P.C. as the Consultant’s agent for service of process in connection with any suit, action or proceeding, who shall promptly advise the Consultant of any such service of process. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d15(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Employee, the Company and PGA each hereby irrevocably submit submits to the exclusive jurisdiction of federal and state courts in the federal courts located within the State District of Delaware (or, if subject matter jurisdiction in such courts are not available, in with respect to any state court located within the State of Delaware) over any dispute disputes or controversies arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 16(a14(a); provided, however, that nothing herein shall preclude either party the Company or PGA from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 14 or enforcing any judgment obtained by either partythe Company or PGA and, in such event, the Employee hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties to the forum described in Section 16(a14(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a14(a), and the parties agree each party agrees that they it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a14(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties Each party hereto irrevocably consent consents to the service of any and all process in any suit, action, 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 20. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d14(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinAny Action based upon, Executive arising out of or related to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware, or, if it cannot acquire jurisdiction, in any federal court of the United States of America sitting in Delaware, and, in each case, appellate courts therefrom, and each of the Company each hereby Parties irrevocably submit submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the federal courts located within the State of Delaware (or, if subject matter jurisdiction Action shall be heard and determined only in such courts are not available, in any state court located within the State of Delaware) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake and agrees not to commence bring any suit, action or proceeding Action arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding the transactions contemplated hereby in any other court for court. Nothing herein contained shall be deemed to affect the purpose right of enforcing the provisions of any party hereto to serve process in any manner permitted by Law 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 action, suit or proceeding brought pursuant to this Section 16 or enforcing any judgment obtained by either party5.10(a). (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (d) Each party hereto hereby waives, to the fullest extent permitted by applicable lawLaw, any right it may have to a trial by jury in respect of any suit, action, action or other proceeding arising out of this Agreement or relating to this Agreementthe transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent, or attorney Representative of any other party hereto has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has Parties have been induced to enter into this Agreement Agreement, by, among other things, the mutual waiver and certifications in this Section 16(d)5.10. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Consultant and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party the Company or the Consultant from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company or the Consultant. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2023. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) a. Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Wilmington, Delaware) over any dispute 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 16(a)4.6; provided, however, that nothing herein shall preclude either party the Company or Executive from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 4.6 or enforcing any judgment obtained by either partythe Company. (b) b. The agreement of the parties to the forum described in Section 16(a4.6(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a4.6(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a4.6(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a19(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 19 or enforcing any judgment obtained by either partythe Company. (ba) The agreement of the parties to the forum described in Section 16(a19(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a19(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a19(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (cb) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s address specified in Section 2024. (dc) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d19(d). (ed) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Employee and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (e) Each party shall bear his or her or 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 that, the Company shall reimburse the Employee for reasonable attorneys’ fees and expenses to the extent that Employee substantially prevails as to a material issue with respect to any matters subject to dispute hereunder.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinin Section 6.16, Executive and each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located within in the State of Delaware (orin connection with any matter based upon or arising out of this Agreement, if subject matter jurisdiction in such courts are not availablethe other Transaction Documents and the consummation of the Transactions, agrees that process may be served upon them in any state court located within manner authorized by the laws of the State of DelawareDelaware 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) over such Person is not personally subject to the jurisdiction of 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 Legal 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 10.2. 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. Except as otherwise specifically provided any Debt Commitment Letter or the performance thereof, whether based on contract, tort or otherwise, 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 exclusively in this Section 16(a); providedfederal court sitting in the State of New York, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding Borough of Manhattan in any other court for the purpose City of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either partyNew York. (b) The agreement of the parties to the forum described in Section 16(aTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY DEBT FINANCING SOURCE) is independent of the law that may be applied in any suitMAY DO SO ONLY IF HE, actionSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, or proceedingEACH OTHER TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, and the parties agree to such forum even if such forum may under applicable law choose to apply nonAND 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) a. Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Wilmington, Delaware) over any dispute 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 16(a)4.6; provided, however, that nothing herein shall preclude either party the Company or Executive from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 4.6 or enforcing any judgment obtained by either partythe Company. (b) b. The agreement of the parties to the forum described in Section 16(a4.6(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a4.6(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a4.6(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.11

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s address specified in Section 2023. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Executive, the Company and its Affiliates each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a15(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 15 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a15(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a15(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a15(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2019. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d15(d). (e) Each Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall bear his or her or be responsible for its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, if to the extent that the such Court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any state court located within the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware) over ), in each case in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized for notice under this Agreement or otherwise by the laws of the State of Delaware 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. (b) Each Party hereby waives, and any Person asserting rights as a third-party beneficiary may do so only if he, she or it waives, and, in each case, agrees not to assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) 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 not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided10.08, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing the provisions of this Section 16 an order or enforcing any judgment obtained issued by either party. (b) The agreement one of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply nonabove-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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionnamed courts. (c) The parties hereto irrevocably consent to the service of any and all process in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, 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 20SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2021. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall bear his or her or be responsible for its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive All actions and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 proceedings arising out of or relating to this Agreement shall be heard and determined in a the Court of Chancery of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than a forum described the parties hereto. To the fullest extent permitted by Law, each of the parties to this Agreement consents to service being made through the notice procedures set forth in this Section 16(a); provided5.01 and agrees that service of any process, howeversummons, that nothing herein notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in Section 5.01 shall preclude either party from bringing be effective service of process for any suit, action, suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained manner provided by either partyapplicable law. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionEACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (ai) Except as otherwise specifically provided herein, Executive Each of the Parties hereto irrevocably and unconditionally agrees that any Action with respect to this Agreement and the Company each hereby irrevocably submit to rights and obligations arising hereunder, or for the exclusive jurisdiction recognition and enforcement of any judgment in respect of this Agreement and the federal courts located rights and obligations arising hereunder brought by any other Party or Parties or their respective successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oror if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, if subject matter jurisdiction in such courts are not available, in any state or federal court located within the State of Delaware). (ii) over Each of the Parties hereby irrevocably submits with regard to any dispute arising out such Action described in clause (i) of or relating this Section 13(g), for itself and in respect of its property, generally and unconditionally, to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake personal jurisdiction of the aforesaid courts and agrees that it will not to commence bring any suit, action or proceeding arising out of or Action relating to this Agreement in a forum any court other than the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a forum described particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (A) 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 16(a13(g); provided, however(B) 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 (whether through service of notice, that nothing herein shall preclude either party from bringing any suitattachment prior to judgment, actionattachment in aid of execution of judgment, execution of judgment or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. otherwise) and (bC) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 lawLaw, any objection which they now or hereafter have to personal jurisdiction or to claim that (1) the laying of venue of any Action in such suit, action, or proceeding court is brought in an applicable court described in Section 16(a)inconvenient forum, and (2) the parties agree that they shall not attempt to deny venue of such Action is improper or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action(3) this Agreement, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and subject matter hereof, may not be enforced in any other jurisdictionor by such courts. (ciii) The parties hereto irrevocably consent to the 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 20EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts of the Court of Chancery located within 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, if subject matter jurisdiction in such courts are not availableit has or can acquire jurisdiction, in any state court located within the State United States District Court for the District of Delaware) over , in each case, in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of 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 suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.08, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within of the State of Delaware (or, if subject matter jurisdiction New York and the federal courts of the United States of America located in such courts are not available, in any state court located within the State of Delaware) over any dispute arising out New York solely in respect of or relating the interpretation and enforcement of the provisions of this agreement and of the documents referred to this Agreement. Except as otherwise specifically provided in this Agreement, and in respect of the transactions contemplated herein, and hereby 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 or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties undertake not hereto irrevocably agree that all claims with respect to commence any suit, such action or proceeding arising out shall be heard and determined in such a New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or relating to this Agreement other papers in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing connection with any suit, action, such action or proceeding in any the manner provided in Section 9.4 hereof or in such other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained manner as may be permitted by either partylaw, shall be valid and sufficient service thereof. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (d) Each party hereto hereby waivesacknowledges and agrees that any controversy which may arise under this agreement is likely to involve complicated and difficult issues, to the fullest extent permitted by applicable law, and therefore each such party hereby irrevocably and unconditionally waives any right it such party may have to a trial by jury in respect of any suit, action, litigation directly or proceeding indirectly arising out of or relating to this agreement or the transactions contemplated by this Agreement. Each party hereto certifies and acknowledges that (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any action, suit, or proceedinglitigation, seek to enforce the foregoing waiver, and (ii) acknowledges that it each such party understands and has considered the other implications of this waiver, (iii) each such party hereto makes this waiver voluntarily, and (iv) each such party has been induced to enter into this Agreement agreement by, among other things, the mutual waiver waivers and certifications in this Section 16(d)9.6. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of 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. 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 matter to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such courts are court; (c) 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 not availableto 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 state court located within such proceeding in any manner permitted by the laws of the State of Delaware) over any dispute arising out , and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or relating by registered or certified mail, return receipt requested, at its address specified pursuant to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake Section 11.1 and waives and covenants not to commence assert or plead any suit, action or proceeding arising out objection which they might otherwise have to such manner of or relating to this Agreement in a forum other than a forum described service of process. Notwithstanding the foregoing in this Section 16(a); provided11.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either party.above-named courts (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware New York (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareNew York) over any dispute 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 16(a24(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 24 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a24(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a24(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a24(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 accordance with Section 2018. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d24(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinEach party hereto, Executive and the Company each hereby irrevocably submit to the exclusive extent it may lawfully do so, hereby submits to the jurisdiction of the federal courts located within of the State of Delaware (orMaine and the United States District Court for the District of Maine, if subject matter as well as to the jurisdiction in such of all courts are not availablefrom which an appeal may be taken or other review sought from the aforesaid courts, in any state court located within for the State purpose of Delaware) over any dispute 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 other proceeding arising out of such party’s obligations under or relating 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 a forum other than a forum described any of such courts. Each party hereto hereby waives trial by jury in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, proceeding or proceeding 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 court for litigation procedure based upon, or arising out of, this Agreement or any of the purpose 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 enforcing this have been fully discussed by the parties hereto, and the provisions shall be subject to no exceptions. No party has in any way agreed with, or represented to, any other party that the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may section will not be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be fully enforced in any other jurisdictionall instances. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 party has represented, expressly or otherwise, that 12 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company The parties hereto each hereby irrevocably submit submits to the exclusive jurisdiction of the any federal courts court located within the State of Delaware Arkansas (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareArkansas) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 16(a5(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 5 or enforcing any judgment obtained by either the other party. (b) The agreement of the parties to the forum described in Section 16(a5(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a5(a), and the parties agree each party agrees that they it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a5(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties Each party hereto irrevocably consent consents to the service of any and all process in any suit, action, 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 2013. In addition, the Executive irrevocably appoints Feld, Hyde, Xxxxxxxxxx & Xxxxxx, P.C. as the Executive’s agent for service of process in connection with any suit, action or proceeding, who shall promptly advise the Executive of any such service of process. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d5(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (ai) Except as otherwise specifically provided hereinagrees than any action, Executive directly or indirectly, arising out of, under or relating to this Agreement or the 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 Company each hereby 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 with the action(s) contemplated by subsection (i) hereof, (A) irrevocably submit and unconditionally consents and submits to the exclusive jurisdiction of the federal courts located within the State of Delaware identified in subsection (ori) hereof, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware(B) over any dispute 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 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, irrevocably and 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, unconditionally waives any objection which they now or hereafter have to personal jurisdiction or to the laying of venue in any of the courts identified in clause (i) of this paragraph (e), (C) irrevocably and unconditionally waives and agrees not to plead or claim 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 connection with any such suit, action, action in the manner provided herein or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent manner as may be permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) law shall be conclusive valid and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the sufficient 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 20. (d) thereof. Each party hereto hereby irrevocably 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, claim or proceeding action directly or indirectly arising out of of, under or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other 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 16(d). (e) Each party shall bear his or her or 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, the transactions or the services contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinEach party hereto, Executive and the Company each hereby irrevocably submit to the exclusive extent it may lawfully do so, hereby submits to the jurisdiction of the federal courts located within of the State of Delaware (orMaryland and the United States District Court for the District of Maryland, if subject matter as well as to the jurisdiction in such of all courts are not availablefrom which an appeal may be taken or other review sought from the aforesaid courts, in any state court located within for the State purpose of Delaware) over any dispute 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 other proceeding arising out of such party's obligations under or relating with respect to this Agreement in a forum agreement or any of the agreements, instruments or documents contemplated hereby (other than a forum described in this Section 16(athe confidentiality agreement); provided, however, that nothing herein shall preclude either party from bringing and expressly waives any suit, action, or proceeding and all objections it may have as to venue in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either partysuch courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied Each party hereto hereby waives trial by jury in any suit, action, proceeding or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding counterclaim arising out of or relating in any way concerned with this agreement or any of the agreements, instruments or 42 49 documents contemplated hereby. No party hereto, nor any Purchaser or successor of a party hereto shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other 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 Agreement have been fully discussed by the mailing of copies of such process parties hereto, and the provisions shall be subject to such no exceptions. No party at such party’s address specified has in Section 20. (d) Each party hereto hereby waives, anyway agreed with or represented 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 party has represented, expressly or otherwise, that such party would not, the provisions of this section will not be fully enforced 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 16(d)all instances. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby parties hereto irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, if to the extent that the such court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any state court located within the Superior Court of the State of Delaware and the United States District Court for the District of Delaware) over ), in each case in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Support Agreement, the parties undertake 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 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 hereto 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 of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) 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 hereto hereby agrees not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each party hereto hereby consents to service of 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 12.5. Notwithstanding the foregoing in this Section 16(a); provided12.12, however, that nothing herein shall preclude either any party from bringing hereto may commence any suit, action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUPPORT AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OF THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUPPORT AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY HERETO SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Employee and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware Tennessee (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of DelawareTennessee) over any dispute 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 action, or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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; except that the Court may award to the prevailing party in such dispute all or a portion of the other party’s costs and expenses, including reasonable attorney’s fees, incurred in the dispute.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State of Delaware Xxxx County, Illinois (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State of DelawareXxxx County, Illinois) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (ba) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (cb) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2021. (dc) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (ed) Each The prevailing party shall bear his or her or be entitled to reimbursement of its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinin ‎Section 2.4(d), Executive and the Company each hereby Party irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state or federal court located within the County of New York in the State of DelawareNew York for the purposes of any Proceeding arising out of this Agreement, the Transactions or the other transactions contemplated by any of the foregoing, and irrevocably agrees to commence and litigate any such Proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document in accordance with ‎Section 9.1 shall be effective service of process, summons, notice or documents for any such 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 (a) over irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the consummation of the Transactions in such courts, (b) irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum, and (c) irrevocably and unconditionally agrees to be bound by any judgment rendered by any such court. Notwithstanding anything herein to the contrary, each Seller Party and each of the other parties hereto (i) agree that it will not bring or support any 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 Source in a way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to this Agreement. Except as otherwise specifically provided the Debt Financing or the performance thereof or the transactions contemplated thereby, 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 exclusively in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement Supreme Court of the parties to the forum described in Section 16(a) is independent State of the law that may be applied in any suitNew York, actionCounty of New York, or proceedingor, and the parties agree to such forum even if such forum may under applicable law choose exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) submits for itself and its property with respect to apply non-forum law. The parties hereby waive, any such action to the fullest extent permitted exclusive jurisdiction of such courts, (iii) agrees that service of process, summons, notice or document by applicable law, any objection which they now or hereafter have registered mail addressed to personal jurisdiction or to the laying it at its address provided in Section 9.1 shall be effective service of venue of process against it for any such suit, action, or proceeding action brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final (iv) waives and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto hereby irrevocably consent to the 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 20. (d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a trial final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by jury suit on the judgment or 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 party has representedmanner provided by law. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT THE TRANSACTIONS, expressly or otherwiseTHE OTHER TRANSACTIONS CONTEMPLATED BY ANY OF THE FOREGOING OR THE ACTIONS, that such party would notINCLUDING COUNTERCLAIMS, in the event of any actionOF THE PARTY IN THE NEGOTIATION, suitADMINISTRATION, or proceedingPERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR THEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY. EACH SELLER PARTY AND EACH OTHER PARTY THERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, seek to enforce the foregoing waiverTO THE FULLEST EXTENT PERMITTED BY LAW, and ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (iiWHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) acknowledges that it and the other party hereto has been induced to enter into this Agreement byARISING OUT OF OR RELATING TO THIS AGREEMENT, among other thingsTHE TRANSACTIONS, the mutual waiver and certifications in this Section 16(d)THE DEBT FINANCING OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2021. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each The prevailing party shall bear his or her or be entitled to reimbursement of its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located within in the State of Delaware (or, if subject in connection with any matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) 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 not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided10.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company. (ba) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (cb) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s patty's address specified in Section 2023. (dc) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (ed) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinin Sections 2.11(d) and 7.15, Executive and each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located within in the State of Delaware (or, if subject in connection with any matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of 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 suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.9, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each The prevailing party shall bear his or her or be entitled to reimbursement of its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby parties to this Agreement irrevocably submit submits to the exclusive jurisdiction of the state or federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over , County of New Castle (“Delaware Courts”), for any dispute arising out of or relating to this AgreementAgreement or the breach, termination or validity thereof, except for any dispute under Sections 2.12 or 5.4(c) or any disputes arising under the agreements contemplated in Sections 6.2(f)(iii), (iv) and (v), which shall be settled in accordance with the procedures set forth in those Sections or agreements. 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 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement Each of the parties to this Agreement hereby further agrees that service of any process, summons, notice or document by United States registered mail to the forum described respective address of such party set forth in Section 16(a) is independent 9.1 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 immediately preceding sentence. Each of the law that may be applied in any suit, action, or proceeding, parties to this Agreement hereby irrevocably and 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, unconditionally waives any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, suit or proceeding brought arising out of this Agreement or the transactions contemplated hereby in an applicable court described in Section 16(a)the state or federal courts of the State of Delaware, County of New Castle, and the parties agree that they shall hereby further irrevocably and unconditionally waives and agrees not attempt to deny plead or defeat such personal jurisdiction by motion or other request for leave from claim in any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in court that any suit, such action, suit or proceeding brought in any applicable such court described has been brought in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (d) an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable lawLaw, any right it may have to a trial by jury in respect of to any suit, action, litigation directly or proceeding indirectly arising out of of, under or relating to in connection with this AgreementAgreement or any transaction contemplated hereby. Each party hereto (ia) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any action, suit, or proceedinglitigation, seek to enforce the foregoing waiver, waiver and (iib) acknowledges that it and the other party parties hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver waivers and certifications in this Section 16(d)9.8. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s 's address specified in Section 2023. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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 that, the Company shall reimburse 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, if to the extent that the such court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any state court located within the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware) over ), in each case in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 waives, and shall not assert as a defense in any legal dispute, that: (a) such Party is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Party’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 hereby agrees not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT THAT CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company The parties hereto each hereby irrevocably submit submits to the exclusive jurisdiction of the any federal courts court located within the State of Delaware Arkansas (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareArkansas) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 16(a6(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 6 or enforcing any judgment obtained by either the other party. (b) The agreement of the parties to the forum described in Section 16(a6(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a6(a), and the parties agree each party agrees that they it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a6(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties Each party hereto irrevocably consent consents to the service of any and all process in any suit, action, 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 2014. In addition, the Executive irrevocably appoints Feld, Hyde, Xxxxxxxxxx & Xxxxxx, P.C. as the Executive’s agent for service of process in connection with any suit, action or proceeding, who shall promptly advise the Executive of any such service of process. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d6(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a19(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 19 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a19(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a19(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a19(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s address specified in Section 2024. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d19(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinin Sections 2.11(d) and 7.15, Executive and each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located within in the State of Delaware (or, if subject in connection with any matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) 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 not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.9, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionotherjurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any inany suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s 's address specified in Section 2023. (d) Each party hereto hereby waives, to the fullest extent permitted by applicable lawJaw, any right it may have to a trial by jury in respect of any suit, action, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive All actions and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 proceedings arising out of or relating to this Agreement shall be heard and determined in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose Court of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement Chancery of the parties to State of Delaware or, in the forum described in Section 16(a) is independent of the law event that may be applied in any suit, action, such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties agree to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum even if to the maintenance of any such forum may under applicable law choose to apply non-forum lawaction or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereby waive, to hereto. To the fullest extent permitted by applicable lawLaw, each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 3.03 and agrees that service of any objection which they now process, summons, notice or hereafter have to personal jurisdiction or document by registered mail (return receipt requested and first-class postage prepaid) to the laying respective addresses of venue the parties set forth in Section 3.03 shall be effective service of process for any such suit, action, suit or proceeding brought in an applicable court described in Section 16(a), and connection with this Agreement or the parties agree that they shall not attempt to deny or defeat such personal jurisdiction transactions contemplated by motion or other request for leave from any such courtthis Agreement. The parties hereto agree that, to the fullest extent permitted by applicable law, that a final and non-appealable judgment in any suit, action, such action or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdictionmanner provided by applicable Law. (cb) The parties hereto irrevocably consent to the 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 20EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State of Delaware Xxxx County, Illinois (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State of DelawareXxxx County, Illinois) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 20.21, (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each The prevailing party shall bear his or her or be entitled to reimbursement of its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinEach party hereto, Executive and the Company each hereby irrevocably submit to the exclusive extent it may lawfully do so, hereby submits to the jurisdiction of the federal courts located within of the State Commonwealth of Delaware (orPennsylvania and the United States District Court for the Eastern District of Pennsylvania, if subject matter as well as to the jurisdiction in such of all courts are not availablefrom which an appeal may be taken or other review sought from the aforesaid courts, in any state court located within for the State purpose of Delaware) over any dispute 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 other proceeding arising out of such party’s obligations under or relating with respect to this Agreement in a forum agreement or any of the agreements, instruments or documents contemplated hereby (other than a forum described in this Section 16(athe confidentiality agreement); provided, however, that nothing herein shall preclude either party from bringing and expressly waives any suit, action, or proceeding and all objections it may have as to venue in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either partysuch courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied Each party hereto hereby waives trial by jury in any suit, action, proceeding or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding counterclaim arising out of or relating 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 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 Agreement have been fully discussed by the mailing of copies of such process parties hereto, and the provisions shall be subject to such no exceptions. No party at such party’s address specified has in Section 20. (d) Each party hereto hereby waives, anyway agreed with or represented 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 party has represented, expressly or otherwise, that such party would not, the provisions of this section will not be fully enforced 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 16(d)all instances. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Executive, the Company and its Affiliates each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Each of the parties irrevocably agrees that any Action with respect to this Agreement and the Company each hereby irrevocably submit to rights and obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement and the exclusive jurisdiction rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of the federal courts located Chancery and any state appellate court therefrom within the State of Delaware (or, if subject matter the Delaware Court of Chancery declines to accept jurisdiction in such courts are not availableover a particular matter, in any state or federal court located within the State of Delaware) over any dispute arising out of or relating to this Agreement). Except as otherwise specifically provided in this Agreement, the The parties undertake not to commence any suit, action or proceeding arising out of or relating 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 forum other than a forum described condition to obtaining any remedy referred to in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a14(i), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from each party waives any such court. The parties agree that, objection to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 imposition of such process to such party at such party’s address specified in Section 20. (d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, relief or any right it may have to a trial by jury require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any suit, action, or proceeding arising out of or action relating to this AgreementAgreement or any of the Transactions in any court other than the aforesaid courts. Each party hereto of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (i) certifies any claim that no representativeit 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), agent, or attorney of any other 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 any claim 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 16(d). (e) Each party shall bear his or her or its own costs and expenses property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out whether through service of or relating to this Agreement.- 9 -

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a19(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 19 or enforcing any judgment obtained by either partythe Company. (ba) The agreement of the parties to the forum described in Section 16(a19(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a19(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(ain (a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (cb) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s address specified in Section 2024. (dc) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d19(d). (ed) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Each of the parties irrevocably agrees that any Action with respect to this Agreement and the Company each hereby irrevocably submit to rights and obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement and the exclusive jurisdiction rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of the federal courts located Chancery and any state appellate court therefrom within the State of Delaware (or, if subject matter the Delaware Court of Chancery declines to accept jurisdiction in such courts are not availableover a particular matter, in any state or federal court located within the State of Delaware) over any dispute arising out of or relating ). The parties further agree that no party to this Agreement. Except Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as otherwise specifically provided a condition to obtaining any remedy referred to in this AgreementSection 14(i), and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties undertake hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not to commence bring any suit, action or proceeding arising out of or relating to this Agreement or any of the Transactions in a forum any court other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (i) any claim that it is not personally subject to the forum described in Section 16(a) is independent jurisdiction of the law above named courts for any reason other than the failure to serve in accordance with this Section 14(i), (ii) any claim that may be applied it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any suitsuch courts (whether through service of notice, actionattachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or proceeding, otherwise) and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, (iii) to the fullest extent permitted by the applicable lawLaw, any objection which they now or hereafter have to personal jurisdiction or to claim that (A) the laying of venue of any Action in such suit, action, or proceeding court is brought in an applicable court described inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the party hereby consents to service being made through the notice procedures set forth in Section 16(a)14(i) and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, first-class postage prepaid) to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described respective addresses set forth in Section 16(a14(i) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the effective service of process for any and all process Action 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 20. (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 connection with this Agreement. Each party hereto (i) certifies that no representativeEACH OF THE PARTIES TO THIS AGREEMENT KNOWINGLY, agentINTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, or attorney of any other 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 16(d)PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinin Sections 2.11(f) and 7.13, Executive and each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery of the State of Delaware (or, if solely to the extent that such court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any state court located within the Superior Court of the State of Delaware and the United States District Court for the District of Delaware) over ), in each case in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) 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 not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.9, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of any Delaware Chancery Court or Federal court of the federal United States of America sitting in 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. 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 of the above named courts located within the State of Delaware for any reason; (or, if subject matter jurisdiction b) such Legal Proceeding may not be brought or is not maintainable in such courts are court; (c) 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 not availableto 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 state court located within such proceeding in any manner permitted by the laws of the State of Delaware) over any dispute arising out , and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or relating by registered or certified mail, return receipt requested, at its address specified pursuant to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake Section 11.1 and waives and covenants not to commence assert or plead any suit, action or proceeding arising out objection which they might otherwise have to such manner of or relating to this Agreement in a forum other than a forum described service of process. Notwithstanding the foregoing in this Section 16(a); provided11.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of 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. 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 matter to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such courts are court; (c) 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 not availableto 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 state court located within such proceeding in any manner permitted by the laws of the State of Delaware) over any dispute arising out , and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or relating by registered or certified mail, return receipt requested, at its address specified pursuant to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake Section 11.1 and waives and covenants not to commence assert or plead any suit, action or proceeding arising out objection which they might otherwise have to such manner of or relating to this Agreement in a forum other than a forum described service of process. Notwithstanding the foregoing in this Section 16(a); provided11.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located within in the State of Delaware (or, if subject in connection with any matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of 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 suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 10.02. Notwithstanding the foregoing in this Section 16(a); provided10.09, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an Order issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (ai) Except as otherwise specifically provided herein, Executive Consultant and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a5(e)(i); provided, however, that nothing herein shall preclude either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 5(e) or enforcing any judgment obtained by either party. (bii) The agreement of the parties to the forum described in Section 16(a5(e)(i) above is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a)5(e)(i) above, and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a5(e)(i) above shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (ciii) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 205(c) above. (div) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (iA) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (iiB) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d5(e)(iv). (ev) Each Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall bear his or her or be responsible for its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, if to the extent that the such court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any state court located within the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware) over ), in each case in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 waives, and shall not assert as a defense in any legal dispute, that: (a) such Party is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Party’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 hereby agrees not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS THAT CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a18(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 18 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a18(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 cif any such suit, action, action or proceeding brought in an applicable court described in Section 16(a18(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, ; to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s 's address specified in Section 2023. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of .of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d18(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinEach party hereto, Executive and the Company each hereby irrevocably submit to the exclusive extent it may lawfully do so, hereby submits to the jurisdiction of the federal courts located within of the State of Delaware (orMaine and the United States District Court for the District of Maine as well as to the jurisdiction of all courts from which an appeal may be taken or other review sought from the aforesaid courts, if subject matter jurisdiction in such courts are not available, in any state court located within for the State purpose of Delaware) over any dispute 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 other proceeding arising out of such party's obligations under or relating with respect to this Agreement in a forum agreement or any of the agreements, instruments or documents contemplated hereby (other than a forum described the confidentiality agreement), and expressly waives any and all objections it may have as to venue in this Section 16(a); provided, however, that nothing herein shall preclude either any of such courts. Each party from bringing hereto hereby waives trial by jury in any suit, action, proceeding or proceeding 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 court for litigation procedure based upon, or arising out of, this agreement or any of the purpose 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 enforcing this have been fully discussed by the parties hereto, and the provisions shall be subject to no exceptions. No party has in anyway agreed with or represented to any other party that the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may section will not be applied in any suit, action, or proceeding, and 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be fully enforced in any other jurisdictionall instances. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive the Employee and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal and state courts located within in the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in with respect to any state court located within the State of Delaware) over any dispute disputes or controversies arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 16(a14(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 14 or enforcing any judgment obtained by either partythe Company and, in such event, the Employee hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties to the forum described in Section 16(a14(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a14(a), and the parties agree each party agrees that they it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a14(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties Each party hereto irrevocably consent consents to the service of any and all process in any suit, action, 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 20. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d14(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinto matters relating to the Bankruptcy Case, Executive and the Company each parties hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within of the State of Delaware (orTexas and the federal courts of the United States of America located in Houston, if subject matter jurisdiction in such Texas, and appropriate appellate courts are not availabletherefrom, in any state court located within the State of Delaware) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in this Agreement, the parties undertake not to commence any suit, action respect of such dispute or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied heard and determined in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum lawcourts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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 or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by 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. (b) 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 subsection (a) above in any manner specified by law to the applicable party at the address listed in Section 10.5 hereof. (c) Furthermore, all parties hereto waive any and all rights to have a jury resolve or otherwise preside, in whole or in part, over any dispute or proceeding involving any of the parties hereto and regarding (i) this Agreement, (ii) the documents required hereby, or (iii) any of the transactions contemplated hereby or thereby.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive All actions and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 proceedings arising out of or relating to this Agreement shall be heard and determined in a the Chancery Court of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement parties hereto. Each of the parties to this Agreement consents to service being made through the forum described notice procedures set forth in Section 16(a10.4 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) is independent to the respective addresses of the law that may parties set forth in Section 10.4 shall be applied effective service of process for any suit or proceeding in any suit, action, connection with this Agreement or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum lawtransactions contemplated by this Agreement. 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties hereto agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, such action or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdiction.manner provided by applicable Law. A-50 (cb) The parties hereto irrevocably consent to the 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 20EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either partythe Company. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (e) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State of Delaware Xxxx County, Illinois (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State of DelawareXxxx County, Illinois) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each The prevailing party shall bear his or her or be entitled to reimbursement of its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided hereinin Section 2.8(d), Executive and the Company each hereby Party irrevocably submit submits to the exclusive jurisdiction of the federal courts Court of Chancery located within the State of in Wilmington, Delaware (or, if such court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any other state or federal court located within the State of in Wilmington, Delaware) over for the purposes of any dispute Legal Proceeding arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not Transactions or the other transactions contemplated by any of the foregoing, and irrevocably agrees to commence and litigate any suitsuch Legal Proceeding only in such courts. Each Party further agrees that service of any process, action summons, notice or proceeding arising out document in accordance with Section 9.1 shall be effective service of process, summons, notice or relating to documents for any such Legal Proceeding. Nothing in this Agreement shall in a forum other than a forum described in this Section 16(a); providedany way be deemed to limit the ability of either Party to serve any such process, howeversummons, that nothing herein shall preclude either party from bringing any suit, action, notice or proceeding document in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 manner permitted by applicable law, Law. Each Party hereby (a) irrevocably and unconditionally waives any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any Legal Proceeding arising out of this Agreement or the consummation of the Transactions in such suitcourts, action, (b) irrevocably and unconditionally waives and agrees not to plead or proceeding claim in any such court that any such Legal Proceeding brought in any such court has been brought in an applicable court described inconvenient forum, does not have jurisdiction over any Party or that this Agreement, or the subject matter hereof, may not be enforced in Section 16(a), or by such courts and the parties agree that they shall not attempt (c) irrevocably and unconditionally agrees to deny or defeat such personal jurisdiction be bound by motion or other request for leave from any judgment rendered by any such court. The parties agree that, to the fullest extent permitted by applicable law, a final court and non-appealable such judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties court with jurisdiction over the Parties. Notwithstanding the foregoing, each of the Parties hereto irrevocably consent to the service agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any and all process kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources 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 20. (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 way relating to this Agreement. Each party hereto (i) certifies that no representative, agent, the Debt Financing or attorney any of any other party has represented, expressly or otherwise, that such party would notthe Transactions, in any forum other than any State or Federal court sitting in the event Borough of any actionManhattan in the City of New York. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, suitTHE TRANSACTIONS, or proceedingTHE DEBT FINANCING, seek to enforce the foregoing waiverTHE OTHER TRANSACTIONS CONTEMPLATED BY ANY OF THE FOREGOING OR THE ACTIONS, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement byINCLUDING COUNTERCLAIMS, among other thingsOF THE PARTY IN THE NEGOTIATION, the mutual waiver and certifications in this Section 16(d)ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR THEREOF. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT SUCH WAIVER SHALL EXTEND FOR THE BENEFIT OF THE FINANCING SOURCES. (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a15(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 15 or enforcing any judgment obtained by either party. (ba) The agreement of the parties to the forum described in Section 16(a15(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a15(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a15(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (cb) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2019. (dc) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d15(d). (ed) Each Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall bear his or her or be responsible for its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive All actions and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 proceedings arising out of or relating to this Agreement shall be heard and determined in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose Court of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party. (b) The agreement Chancery of the parties to State of Delaware or, in the forum described in Section 16(a) is independent of the law event that may be applied in any suit, action, such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties agree to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum even if to the maintenance of any such forum may under applicable law choose to apply non-forum lawaction or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereby waive, to hereto. To the fullest extent permitted by applicable lawLaw, each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 11.4 and agrees that service of any objection which they now process, summons, notice or hereafter have to personal jurisdiction or document by registered mail (return receipt requested and first-class postage prepaid) to the laying respective addresses of venue the parties set forth in Section 11.4 shall be effective service of process for any such suit, action, suit or proceeding brought in an applicable court described in Section 16(a), and connection with this Agreement or the parties agree that they shall not attempt to deny or defeat such personal jurisdiction transactions contemplated by motion or other request for leave from any such courtthis Agreement. The parties hereto agree that, to the fullest extent permitted by applicable law, that a final and non-appealable judgment in any suit, action, such action or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in other jurisdictions by suit on the judgment or in any other jurisdictionmanner provided by applicable Law. (cb) The parties hereto irrevocably consent to the 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 20EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby (ai) Except as otherwise specifically provided hereinagrees that any litigation, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction proceeding or other legal action in such courts are not available, in any state court located within the State of Delaware) over any dispute 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 connection with or relating to this Agreement or any matters contemplated hereby, shall be brought by any party in a forum other than court of competent jurisdiction located within the County of New York, in the State of New York, whether a forum state or federal court; (ii) agrees that in connection with any such litigation, proceeding or action, such party will consent and submit to personal jurisdiction in any such court described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions clause (i) of this Section 16 or enforcing any judgment obtained by either party. 5.9 and to service of process upon it in accordance with the rules and statutes governing service of process; (biii) The agreement of the parties agrees to waive to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and 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 full extent permitted by applicable law, Law any objection which they that it may now or hereafter have to personal jurisdiction or to the laying of venue of any such suitlitigation, actionproceeding or action in any such court or that any such litigation, proceeding or proceeding action was brought in an applicable court described in Section 16(a)inconvenient forum; (iv) designates, appoints and the parties agree that they shall not attempt directs CT Corporation System as its authorized agent to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the receive on its behalf service of any and all process and documents in any suitsuch litigation, actionproceeding or action in the County of New York, or proceeding arising out in the State of or relating New York; (v) agrees to notify the other party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other party written evidence of such substitute agent's acceptance of such designation; (vi) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by the mailing of copies of such process thereof to such party at such party’s its address specified set forth in Section 20. 5.4; (dvii) Each party hereto hereby waives, to the fullest extent permitted by applicable law, agrees that any right it may have to a trial by jury service made as provided herein shall be effective and binding service 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 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 16(d). (e) Each party shall bear his or her or 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.every respect; and

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State Borough of Delaware Manhattan (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State Borough of DelawareManhattan) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 20.21, (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall bear his or her or be responsible for its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive Employee and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State District of Delaware (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of Delaware) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party.the Company. ​ ​ ​ (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (e) Each party shall bear his or her or 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 that, the Company shall reimburse the Employee for reasonable attorneys’ fees and expenses to the extent that Employee substantially prevails as to a material issue with respect to any matters subject to dispute hereunder.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and Each of the Company each hereby Parties irrevocably submit consents to the exclusive jurisdiction and venue of the federal courts located within Court of Chancery in the State of Delaware (or, if to the extent that the such Court does not have subject matter jurisdiction in such courts are not availablejurisdiction, in any state court located within the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware) over ), in each case in connection with any dispute matter based upon or arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake 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 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 jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) 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 not to commence or prosecute any suitsuch action, claim, cause of action or proceeding arising out of or relating to this Agreement in a forum suit other than a 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 described or otherwise. Each Party hereby consents to service of 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 16(a); provided11.8, however, that nothing herein shall preclude either party from bringing any suit, Party may commence any action, claim, cause of action or proceeding suit in any a court other court than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the provisions of this Section 16 or enforcing any judgment obtained by either partyabove-named courts. (b) The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suitTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, actionEACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, or proceedingSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, and the parties agree to such forum even if such forum may under applicable law choose to apply nonEACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, 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 NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-forum lawPARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. The parties hereby waiveFURTHERMORE, 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 such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and nonNO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdictionPARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. (c) The parties hereto irrevocably consent to the 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 20. (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 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 16(d). (e) Each party shall bear his or her or 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State of Delaware Xxxx County, Illinois (or, if subject matter jurisdiction in such courts are is not available, in any state court located within the State of DelawareXxxx County, Illinois) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either party. (b) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the service of any and all process in any suit, action, 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 2022. (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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (ii) acknowledges that it and the other party hereto has have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d17(d). (e) Each Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall bear his or her or be responsible for its own costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within United States District Court for the State Southern District of Delaware Indiana, Indianapolis Division (or, if subject matter jurisdiction in such courts are that court is not available, in any state court located within the State of DelawareIndiana) over any dispute 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 16(a17(a); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 17 or enforcing any judgment obtained by either partythe Company. (ba) The agreement of the parties to the forum described in Section 16(a17(a) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a17(a), and the parties agree agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (cb) The parties hereto irrevocably consent to the service of any and all process in any suit, action, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party’s address specified in Section 2022. (dc) 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, 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 16(d17(d). (ed) Each party shall bear his or her or 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 that, 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.

Consent to Jurisdiction; Waiver of Jury Trial. (a) 9.6.1. Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the federal courts located within the State of Delaware District Courts sitting in Los Angeles California (or, if subject matter jurisdiction in such courts are is not available, in any state court located within in the State of DelawareCalifornia) over any dispute 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 16(a9(f)(i); provided, however, that nothing herein shall preclude either party the Company from bringing any suit, action, action or proceeding in any other court for the purpose purposes of enforcing the provisions of this Section 16 9(f) or enforcing any judgment obtained by either partythe Company. (b) A. The agreement of the parties to the forum described in Section 16(a9(f)(i) is independent of the law that may be applied in any suit, action, or proceeding, proceeding and 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 such suit, action, action or proceeding brought in an applicable court described in Section 16(a9(f)(i), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, action or proceeding brought in any applicable court described in Section 16(a9(f)(i) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. (c) The parties hereto irrevocably consent to the 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 20. (d) B. 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, action or proceeding arising out of or relating to this Agreement. Each party hereto (iA) certifies that no representative, agent, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, suit or proceeding, seek to enforce the foregoing waiver, waiver and (iiB) 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 16(d9(f)(iii). (e) Each . The prevailing party shall bear in any suit, action or proceeding arising out of or related to this Agreement may obtain an award to recover his or her or 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.