Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of the Corporation or (D) any action asserting a claim governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII. If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder agent of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the General Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery Law of the State of Delaware, this the Certificate of Incorporation Incorporation, these By-law (in each case, as the same may be amended from time to time) or bylaws of any other law applicable to the Corporation Corporation, or (D) any action asserting a claim governed by the internal affairs doctrine. Unless , shall be the Corporation consents in writing to the selection Court of an alternative forum, the federal district courts Chancery of the United States State of America shall be Delaware. If the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, the sole and exclusive forum for such action proceeding shall be another court of the resolution State of any complaint asserting a cause Delaware or, if no court of action arising under the Securities ActState of Delaware has jurisdiction, then the federal district court for the District of Delaware. To the fullest extent permitted by lawAny person who, any person or entity purchasing that, holds, purchases or otherwise acquiring or holding any acquires an interest in shares of capital stock of the Corporation (including any “beneficial owner”, within the meaning of Section 13(d) of the Exchange Act) shall be deemed (A) to have notice of, and to have consented to and agreed to comply with, the provisions of this By-law, and (B) to have consented to the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this By-law. If any action subject matter of which is within the scope of this By-law is filed in a court other than as specified above in the name of any stockholder, such stockholder shall be deemed to have notice of and consented to (A) the provisions personal jurisdiction of this Article XIII. If the Court of Chancery of the State of Delaware, another court in the State of Delaware or the federal district court in the District of Delaware, as appropriate, in connection with any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions action brought in any other circumstance such court to enforce this By-law and (B) having service of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing process made upon such stockholder in any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and action by service upon such stockholder’s counsel in the application of action as agent for such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Actstockholder.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a duty (including any fiduciary duty duty) owed by any current or former director, officer, stockholder, employee or stockholder agent of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising pursuant out of or relating to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the Corporation Bylaws (each, as either may be amended or restated) or as in effect from time to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delawaretime), this Certificate of Incorporation or bylaws of the Corporation or (D) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrinedoctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation consents in writing to the selection of gives an alternative forumAlternative Forum Consent, the federal district courts of the United States of America shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended. To Failure to enforce the fullest extent permitted by lawforegoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, any including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIIIVIII. If The existence of any provision or provisions prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article XIII shall be held to be invalid, illegal or unenforceable as applied VIII with respect to any person current or entity future actions or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Actclaims.

Exclusive Forum. Unless the Corporation Company consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Aa) any derivative action or proceeding brought on behalf of the CorporationCompany, (Bb) any action asserting a claim of breach of a fiduciary duty owed by any current or former directorDirector, officer, employee or stockholder agent of the Corporation Company or any Member to the Corporation Company or the Corporation’s stockholdersMembers, (Cc) any action asserting a claim against the Company or any Director, officer, employee or agent of the Company or any Member arising pursuant out of or relating to any provision of the DGCLDelaware Act or this Agreement or (d) any action asserting a claim against the Company, this Certificate any Director, officer, employee or agent of Incorporation the Company or any Member governed by the bylaws internal affairs doctrine of the Corporation (as either may be amended or restated) or as to which State of Delaware; provided, however, that, in the DGCL confers jurisdiction on event that the Court of Chancery of the State of DelawareDelaware lacks subject matter jurisdiction over any such action or proceeding, this Certificate of Incorporation or bylaws of the Corporation or (D) any action asserting a claim governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the resolution State of any complaint Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause of action arising under the Securities ActCompany irreparable harm and the Company shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. To the fullest extent permitted by law, any person or entity Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation Shares shall be deemed to have notice of and consented to the provisions of this Article XIIISection 12.9. If The existence of any provision or provisions prior Alternative Forum Consent shall not act as a waiver of the Company’s ongoing consent right as set forth above in this Article XIII shall be held to be invalid, illegal or unenforceable as applied Section 12.9 with respect to any person current or entity future actions or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Actclaims.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of lacks jurisdiction, the State federal district court for the District of Delaware does not have jurisdiction, unless said court lacks subject matter jurisdiction in which case the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Aa) any derivative action or proceeding brought on behalf of the Corporation, (Bb) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (Cc) any action asserting a claim arising pursuant to under any provision of the DGCL, this the Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of the Corporation these Bylaws or (Dd) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Unless Notwithstanding any of the foregoing to the contrary, unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under federal securities laws, including the Securities ActAct of 1933, as amended. To the fullest extent permitted by law, Notwithstanding any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation foregoing to the contrary, the provisions of this Section 9.15 will not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, then such stockholder shall be deemed to have notice of and consented to (i) the provisions personal jurisdiction of this Article XIII. If the state and federal courts located within the State of Delaware in connection with any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions action brought in any other circumstance such court to enforce the preceding sentence and (ii) having service of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing process made upon such stockholder in any such provision held to be invalidaction by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. EXHIBIT J COMPANY LETTER OF TRANSMITTAL [See attached.] INSTRUCTIONS FOR LETTER OF TRANSMITTAL FOR STOCKHOLDERS OF ELECTRIC LAST MILE, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange ActINC.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder agent of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of DelawareBylaws, this Certificate of Incorporation or bylaws of the Corporation or (D) any action asserting a claim against the Corporation or any directors, officers or employees or agents of the Corporation governed by the internal affairs doctrine. Unless , except as to each of (A) through (D) above, for any claim as to which the Corporation consents in writing Court of Chancery determines that there is an indispensable party not subject to the selection of an alternative forum, the federal district courts jurisdiction of the United States Court of America shall be Chancery (and the sole and indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum for other than the resolution Court of any complaint asserting a cause Chancery, or over which the Court of action arising under the Securities ActChancery does not have subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII. If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.

Exclusive Forum. Unless the Corporation corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, or if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court federal district court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Ai) any derivative action or proceeding brought on behalf of the Corporationcorporation, (Bii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, officer or other employee or stockholder of the Corporation corporation to the Corporation corporation or the Corporationcorporation’s stockholders, (Ciii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate DGCL or the corporation’s certificate of Incorporation incorporation or by the these bylaws of the Corporation (as either may be amended or restated) or as from time to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delawaretime), this Certificate of Incorporation or bylaws of the Corporation or (Div) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction. Unless the Corporation corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended. To Unless the fullest extent permitted by lawcorporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint stating any claim against the corporation, or any director, officer, employee, control person, underwriter, or agent of the corporation arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article XIIIXI. If any provision or provisions EXHIBIT C Form of Shareholder Voting Agreements PARENT VOTING AGREEMENT THIS PARENT VOTING AGREEMENT (this Article XIII shall be held to be invalid“Agreement”) is made and entered into as of April ___, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever2019, thenby and among Command Center, to the fullest extent permitted by lawInc., a Washington corporation (“Parent”), the validityundersigned shareholder (“Shareholder”) of Parent, legality and enforceability of such provisions in any other circumstance and of Hire Quest Holdings, LLC, a Florida limited liability company (the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act“Company”).

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of the Corporation or (D) any action asserting a claim governed by the internal affairs doctrineSection 1. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Bylaws or this Amended and Restated Certificate of Incorporation (as it may be amended and/or restated from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article VIII, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended. To If any action the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares subject matter of capital stock which is within the scope of clause (a) of the Corporation immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have notice of and consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of this Article XIII. If any provision or provisions clause (a) of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality immediately preceding sentence and enforceability (y) having service of process made upon such provisions stockholder in any other circumstance and of such action by service upon such stockholder’s counsel in the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any Foreign Action as agent for such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Actstockholder.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of in the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring any state law claims for (Aa) any derivative action or proceeding brought on behalf of the Corporation, (Bb) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (Cc) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL, this DGCL or the Corporation’s Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of the Corporation Bylaws or (Dd) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of resolving any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIIISection 9.16. If any provision or provisions of this Article XIII Section 9.16 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII Section 9.16 (including, without limitation, each portion of any sentence of this Article XIII Section 9.16 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions ANNEX M LETTER OF TRANSMITTAL FOR UNITS OF COMPOSECURE HOLDINGS, L.L.C. This Letter of this Article XIII shall not apply Transmittal, once completed and signed, should be returned by mail, hand delivery, or overnight delivery to actions brought to enforce any liability or duty created by the Exchange Act.Member Representative at the following address: LLR EQUITY PARTNERS IV, L.P. 2000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attention: [●]

Exclusive Forum. Unless the this Corporation consents in writing to the selection of an alternative forum, (A) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court federal district court for the District of Delaware or other state courts of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Ai) any derivative action or proceeding brought on behalf of the Corporation, (Bii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (Ciii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this the Certificate of Incorporation or bylaws of the Corporation Bylaws or (Div) any action asserting a claim governed by the internal affairs doctrine. Unless ; provided that for the Corporation consents in writing avoidance of doubt, this provision, including for any “derivative action”, will not apply to suits to enforce a duty or liability created by the selection of an alternative forumSecurities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and (B) the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended. To If any action the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares subject matter of capital stock which is within the scope of clause (A) of the Corporation immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have notice of and consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of this Article XIII. If any provision or provisions clause (A) of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality immediately preceding sentence and enforceability (y) having service of process made upon such provisions stockholder in any other circumstance and of such action by service upon such stockholder’s counsel in the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any Foreign Action as agent for such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Actstockholder.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the “Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants thereinChancery”) shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for any stockholder of the Corporation (including a beneficial ownerowner of stock) to bring (Ai) any derivative action or proceeding brought on behalf of the Corporation, (Bii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (Ciii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL, DGCL or this Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of DelawareCorporation, this Certificate of Incorporation or bylaws of the Corporation or (Div) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine. Unless , except as to each of (i) through (iv) above, for any claim as to which the Corporation consents in writing Court of Chancery determines that there is an indispensable party not subject to the selection of an alternative forum, the federal district courts jurisdiction of the United States Court of America shall be Chancery (and the sole and exclusive forum for indispensable party does not consent to the resolution of any complaint asserting a cause of action arising under the Securities Act. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock personal jurisdiction of the Corporation shall be deemed to Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have notice of and consented to the provisions of this Article XIIIsubject matter jurisdiction. If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Ai) any derivative action or proceeding brought on behalf of the Corporation, (Bii) any action asserting a claim of breach of a fiduciary duty owed by any current director or former director, officer, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (Ciii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the DGCL, this Delaware General Corporation Law or the Certificate of Incorporation or by the bylaws of the Corporation these By-Laws (in each case, as either they may be amended or restated) or as from time to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delawaretime), this Certificate of Incorporation or bylaws of the Corporation or (Div) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine. Unless doctrine shall be the Corporation consents in writing to Delaware Court of Chancery (or if the selection Delaware Court of an alternative forumChancery does not have subject matter jurisdiction, a state court located within the State of Delaware or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district courts of the United States of America shall be the sole and exclusive forum court for the resolution District of any complaint asserting a cause of action arising under the Securities Act. To the fullest extent permitted by lawDelaware); provided, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of that this Article XIII. If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions suits brought to enforce any duty or liability or duty created by the Securities Act of 1933 or the rules and regulations thereunder or the Securities Exchange ActAct of 1934 or the rules and regulations thereunder or any claim for which the federal courts have exclusive jurisdiction. EXHIBIT D AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of the [●] day of [●], 2020, by and among [●], a Delaware corporation formerly known as Allegro Merger Corp. (the “Company”), and the undersigned parties listed under “Investors” on the signature pages hereto (each, an “Investor” and collectively, the “Initial Investors”), and each other person who executes a joinder hereto (together with the Initial Investors and their respective transferees to the extent such transferees execute joinders hereto, collectively, the “Investors”), amends and restates in its entirety the Registration Rights Agreement, dated as of July 2, 2018, by and among the Company and the investors party thereto (the “Original Agreement”).

Exclusive Forum. A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court federal district court for the District of Delaware or other state courts of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that ) and any appellate court having personal jurisdiction over the indispensable parties named defendants therein) thereof shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Ai) any derivative action action, suit or proceeding brought on behalf of the Corporation, (Bii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (Ciii) any action asserting a claim action, suit or proceeding arising pursuant to any provision of the DGCL, DGCL or the Bylaws or this Third A&R Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended from time to time), (iv) any action, suit or restated) or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of (v) any action, suit or proceeding asserting a claim against the Corporation or (D) any action asserting a claim current or former director, officer or stockholder governed by the internal affairs doctrine. Unless If any action the Corporation consents in writing to subject matter of which is within the selection of an alternative forum, the federal district courts scope of the United States immediately preceding sentence is filed in a court other than the courts in the State of America shall be Delaware (a “Foreign Action”) in the sole and exclusive forum for the resolution name of any complaint asserting a cause of action arising under the Securities Act. To the fullest extent permitted by lawstockholder, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation such stockholder shall be deemed to have notice of and consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Notwithstanding the foregoing, the provisions of this Article XIII. If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceableXI(A) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder for: (including a beneficial owner) to bring (Aa) any derivative action or proceeding brought on behalf of the Corporation, ; (Bb) any action asserting a claim of that is based upon a breach of a fiduciary duty owed by by, or other wrongdoing by, any current or former director, officer, stockholder, employee or stockholder agent of the Corporation to the Corporation or the Corporation’s stockholders, ; (Cc) any action asserting a claim arising pursuant to any provision of the DGCL, this the Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (d) any action to interpret, this apply, enforce or determine the validity of the Certificate of Incorporation or bylaws of the Corporation or Bylaws; (De) any action asserting a claim governed by the internal affairs doctrine; or (f) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL, as amended from time to time; provided that this sentence shall not apply to a cause of action arising under the Exchange Act or the rules and regulations promulgated thereunder. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended, or the rules and regulations promulgated thereunder. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XIII. If any provision or Failure to enforce the foregoing provisions of this Article XIII would cause the Corporation irreparable harm, and the Corporation shall be held entitled to be invalidequitable relief, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, thenincluding injunctive relief and specific performance, to enforce the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Actforegoing provisions.

Exclusive Forum. Section 1. Unless the Corporation corporation consents in writing to the selection of an alternative forum, the Delaware Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Aa) any derivative action or proceeding brought on behalf of the Corporationcorporation, (Bb) any action asserting a claim of breach of a fiduciary duty owed by by, or other wrongdoing by, any current director or former director, officer, employee or stockholder officer of the Corporation corporation to the Corporation corporation or the Corporationcorporation’s stockholders, (Cc) any action asserting a claim against the corporation arising pursuant to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the General Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery Law of the State of Delaware, this Delaware or these By-Laws or the Certificate of Incorporation Incorporation, (d) any action to interpret, apply, enforce or bylaws determine the validity of these By-Laws or the Corporation Certificate of Incorporation, or (De) any action asserting a claim against the corporation governed by the internal affairs doctrine. Unless doctrine (any action described in clauses (a) through (e) being referred to as a “Covered Action”), in each such case unless the Corporation consents Delaware Court determines that there is an indispensable party named as a defendant in writing such Covered Action not subject to the selection of an alternative forum, the federal district courts personal jurisdiction of the Delaware Court (and the indispensable party does not consent to the personal jurisdiction of the Delaware Court within 15 days following such determination) and can be subject to the jurisdiction of another court or forum within the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActStates. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article XIIISection. If any provision or provisions EXHIBIT F SHOPPING CENTER LEASE BETWEEN _______________________ a __________, as LANDLORD AND _______________________ a __________, as TENANT Store No: Location: Table of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired therebyContents Page 1. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.DATE. PARTIES. NOTICES. 1

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or by the bylaws of the Corporation (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of the Corporation or (D) any action asserting a claim governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant named in such complaint. To For the fullest extent permitted avoidance of doubt, this provision is intended to benefit and may be enforced by lawus, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIIIXI. If any provision or provisions CERTIFICATION OF SECOND AMENDED AND RESTATED BYLAWS OF INTRINSIC MEDICINE, INC. (a Delaware Corporation) I, [*], certify that I am [Secretary] of Intrinsic Medicine, Inc., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Bylaws are a true and complete copy of the Second Amended and Restated Bylaws of the Corporation in effect as of the date of this Article XIII shall be held certificate. Dated: [●], 2022 [*] [Secretary] EXHIBIT I CERTIFICATE OF MERGER See attached. Exhibit I STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to be invalidTitle 8, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to Section 251(c) of the fullest extent permitted by lawDelaware General Corporation Law, the validity, legality and enforceability undersigned corporation executed the following Certificate of such provisions in any other circumstance and Merger: FIRST: The name of the remaining provisions of this Article XIII (includingsurviving corporation is Intrinsic Medicine Holdings, without limitationInc., each portion of any sentence of this Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application name of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of the corporation being merged into this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.surviving corporation is OM Merger Sub, Inc..

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court federal district court for the District of Delaware or other state courts of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (Ai) any derivative action action, suit or proceeding brought on behalf of the Corporation, (Bii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (Ciii) any action asserting a claim action, suit or proceeding arising pursuant to any provision of the DGCL, DGCL or this Second Amended and Restated Certificate of Incorporation or by the bylaws of the Corporation Bylaws (as either may be amended or restatedfrom time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, this Certificate of Incorporation or bylaws of the Corporation or (Div) any action action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine. Unless the Corporation consents in writing ; and (b) subject to the selection preceding provisions of an alternative forumthis Article IX, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities ActAct of 1933, as amended. To If any action the fullest extent permitted subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by law, any service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the Corporation shall be deemed to have notice of and consented to this Article IX. Notwithstanding the foregoing, the provisions of this Article XIIIIX shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article XIII IX shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIII IX (including, without limitation, each portion of any sentence paragraph of this Article XIII IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article XIII shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.