Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. Notwithstanding the foregoing, the foregoing provisions of this Article VIII shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Section 4. To the fullest extent permitted by law, any person or entity Person purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (iA) any derivative action or proceeding brought on behalf of the Corporation, (iiB) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer officer, employee or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iiiC) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this General Corporation Law of the State of Delaware, the Certificate of Incorporation Incorporation, these By-law (in each case, as the same may be amended from time to time) or any other law applicable to the BylawsCorporation, or (ivD) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine, shall be the Court of Chancery of the State of 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 State of Delaware or, if no court of the State of Delaware has jurisdiction, then the federal district court for the District of Delaware. Any person who, or entity that, holds, purchases or otherwise acquires an interest in 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 the subject matter of which is within the scope of this Section 1 of this Article VIII By-law is filed in a court other than as specified above in the Chancery Court (a “Foreign Action”) by name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (aA) the personal jurisdiction of the Court of Chancery Court 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 action brought in any such court to enforce this Section 1 of this Article VIII; By-law and (bB) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action action as agent for such stockholder. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. 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 (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (ia) any derivative action or proceeding brought on behalf of the CorporationCompany, (iib) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current Director, officer, employee or former director, officer or other employee, agent or stockholder of the Corporation Company or any Member to the Corporation Company or to the Corporation’s stockholdersMembers, (iiic) any action, suit or proceeding action asserting a claim against the CorporationCompany or any Director, its current officer, employee or former directors, officers, employees, agents agent of the Company or stockholders any Member arising pursuant out of or relating to any provision of the DGCL Delaware Act or this Certificate of Incorporation or the Bylaws, Agreement or (ivd) any action, suit or proceeding action asserting a claim against the CorporationCompany, its current any Director, officer, employee or former directors, officers, employees, agents agent of the Company or stockholders any Member governed by the internal affairs doctrine. If any action doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; and (b) having service of process made upon such stockholder in over any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Section 2. Unless the Corporation consents in writing to the selection of an alternative forumor proceeding, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, 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 Act. Section 3Company 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 any interest in any security of the Corporation Shares shall be deemed to have notice of and consented to the provisions of this Article VIIISection 12.9. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Company’s ongoing consent right as set forth above in this Section 12.9 with respect to any current or future actions or claims.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, or employees, agents or stockholders arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, or employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. Notwithstanding the foregoing, the foregoing provisions of this Article VIII shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. 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 Court”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 shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (iA) any derivative action or proceeding brought on behalf of the Corporation, (iiB) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employeeofficer, agent employee or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iiiC) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or DGCL, this Certificate of Incorporation or by the Bylawsbylaws 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 (ivD) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in any security shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIIIXIII. 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. Section 1. 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 (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (iA) any derivative action or proceeding brought on behalf of the Corporation, (iiB) any action, suit or proceeding action asserting a claim of breach of a duty (including any fiduciary duty duty) owed by any current or former director, officer officer, stockholder, employee or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iiiC) any action, suit or proceeding action asserting a claim against the Corporation, its Corporation or any current or former directorsdirector, officersofficer, employeesstockholder, agents employee or stockholders agent of the Corporation arising pursuant out of or relating to any provision of the DGCL or DGCL, this Certificate of Incorporation or the BylawsBylaws (each, as in effect from time to time), or (ivD) any action, suit or proceeding action asserting a claim against the Corporation, its Corporation or any current or former directorsdirector, officersofficer, employeesstockholder, agents employee or stockholders agent of the Corporation governed by the internal affairs doctrine. If any action doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; and (b) having service of process made upon such stockholder in over any such action by service upon such stockholder’s counsel in or proceeding, the Foreign Action as agent sole and exclusive forum for such stockholder. Section 2action 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, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3Act 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 any security shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article VIII with respect to any current or future actions or claims.

Exclusive Forum. Section 1. Unless the Corporation corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (ia) any derivative action or proceeding brought on behalf of the Corporationcorporation, (iib) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder employee of the Corporation corporation to the Corporation corporation or to the Corporationcorporation’s stockholderscurrent or former shareholders (including beneficial owners of the corporation’s capital stock), (iiic) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this Certificate of Incorporation Michigan Business Corporation Act or the Bylawscorporation’s articles of incorporation or bylaws (as either may be amended from time to time), or (ivd) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine, in each case, shall be the federal district court for the Eastern District of Michigan, Southern Division (or, if the federal district court does not have jurisdiction, the Circuit Courts of the State of Michigan located in Oakland County). If any action the subject matter of which is within the scope of this Section 1 of this Article VIII the immediately preceding sentence is filed in a court other than a court located within the Chancery Court State of Michigan (a “Foreign Action”) directly or derivatively by any stockholder (including any beneficial owner)debtholder or shareholder or other equityholder, such debtholder or shareholder or other equityholder shall, to the fullest extent permitted by applicable law, such stockholder shall be deemed to have consented to: to (ai) the personal jurisdiction of the Chancery Court federal and state courts located within the State of Michigan in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; the immediately preceding sentence and (bii) having service of process made upon such stockholder debtholder or shareholder or other equityholder in any such action by service upon such stockholderdebtholder’s or shareholder’s or other equityholder’s counsel in the Foreign Action as agent for such stockholder. Section 2debtholder or shareholder or equityholder. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring or holding any interest in any security debt or capital stock or other equity interests of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article VIIISection 13.01.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery CourtCourt of Chancery”) shall be the sole and exclusive forum for any stockholder of the Corporation (including a beneficial ownerowner of stock) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder employee of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents officers or stockholders employees arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylawsbylaws of the Corporation, or (iv) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents officers or stockholders employees governed by the internal affairs doctrine, except as to each of (i) through (iv) above, for 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. If any action the subject matter of which is within the scope of this Section 1 provision or provisions of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by XIII shall be held to be invalid, illegal or unenforceable as applied to any stockholder (including person or entity or circumstance for any beneficial owner)reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such stockholder shall be deemed to have consented to: (a) the personal jurisdiction provisions in any other circumstance and of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the remaining provisions of this Article VIIIXIII (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.

Exclusive Forum. Section 1. Unless the this Corporation consents in writing to the selection of an alternative forum, (A) the Court of Chancery of the State of Delaware (the “Chancery Court”) shall 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 other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employeeofficer, agent employee or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, the Certificate of Incorporation or the Bylaws, Bylaws or (iv) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine; provided that for the avoidance of doubt, this provision, including for any “derivative action”, will not apply to suits to enforce a duty or liability created by the Securities 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 shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of this Section 1 clause (A) of this Article VIII the immediately preceding sentence is filed in a court other than the Chancery Court courts in the State of Delaware (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (ax) the personal jurisdiction of the Chancery Court state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce this Section 1 the provisions of this Article VIII; clause (A) of the immediately preceding sentence and (by) 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall of the State of Delaware (or, in the event that the Chancery Court declines or 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) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the BylawsDGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (ivv) any action, suit or proceeding asserting a claim against the Corporation, its Corporation or any current or former directorsdirector, officers, employees, agents officer or stockholders stockholder governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII the immediately preceding sentence is filed in a court other than the Chancery Court courts in the State of Delaware (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (ax) the personal jurisdiction of the Chancery Court state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce this Section 1 the provisions of this Article VIII; the immediately preceding sentence and (by) 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. Section 2B. Notwithstanding the foregoing, the provisions of this Article XII(A) shall not apply to suits brought to enforce any liability or duty created by the Securities Act of 1993, as amended (the “Securities Act”), the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act. Section 3. To the fullest extent permitted by law, any C. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIIIXII.

Exclusive Forum. Section 1. Unless the Corporation 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 Court”does not have jurisdiction, the federal district court for the District of Delaware) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporationcorporation, (ii) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder employee of the Corporation corporation to the Corporation corporation or to the Corporationcorporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders action arising pursuant to any provision of the DGCL or this Certificate the corporation’s certificate of Incorporation incorporation or the Bylawsthese bylaws (as either may be amended from time to time), or (iv) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If , except for, as to each of (i) through (iv) above, any action the claim (A) as to which such court determines that there is an indispensable party not subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, jurisdiction of such stockholder shall be deemed court (and the indispensable party does not consent to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; and within ten (b10) having service of process made upon days following such stockholder in any such action by service upon such stockholder’s counsel determination), (B) which is vested in the Foreign Action as agent exclusive jurisdiction of a court or forum other than such court, or (C) for which such stockholder. Section 2court 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, to the fullest extent permitted by applicable law, shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3Act 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 any security of the Corporation corporation shall be deemed to have notice of and consented to the provisions of this Article VIIIXI. THIS PARENT VOTING AGREEMENT (this “Agreement”) is made and entered into as of April ___, 2019, by and among Command Center, Inc., a Washington corporation (“Parent”), the undersigned shareholder (“Shareholder”) of Parent, and Hire Quest Holdings, LLC, a Florida limited liability company (the “Company”).

Exclusive Forum. Section 1. A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall 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 other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or the Bylaws or this Third A&R Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the BylawsDGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (ivv) any action, suit or proceeding asserting a claim against the Corporation, its Corporation or any current or former directorsdirector, officers, employees, agents officer or stockholders stockholder governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII the immediately preceding sentence is filed in a court other than the Chancery Court courts in the State of Delaware (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (a) the personal jurisdiction of the Chancery Court state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce this Section 1 the provisions of this Article VIII; 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 XI(A) shall not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Section 2. B. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any C. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIIIXI.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (ia) any derivative action or proceeding brought on behalf of the Corporation, (iib) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer officer, employee or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iiic) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or DGCL, this Certificate of Incorporation or the Bylawsby-laws, or (ivd) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrinedoctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, the Superior Court of the State of Delaware or, if the Superior Court of the State of Delaware lacks jurisdiction over such proceeding, the U.S. District Court for the District of Delaware) (the “Chosen Court”), in all cases subject to such court having personal jurisdiction over the indispensable parties named as defendants. If To the fullest extent permitted by applicable law, any person who, or entity that, holds, purchases or otherwise acquires an interest in stock of the Corporation shall be deemed to have consented to the personal jurisdiction of the Chosen Court in any proceeding brought to enjoin any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article XI. To the fullest extent permitted by applicable law, if any action the subject matter of which is within the scope of this Section 1 of this Article VIII XI is filed in a court other than the Chancery Chosen Court (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (a) the personal jurisdiction of the Chancery Chosen Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; XI 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 action as agent for such stockholder. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. Notwithstanding the foregoing, the foregoing provisions of this Article VIII shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction. Section 4. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current director or former director, officer or other employee, agent or stockholder employee of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding action asserting a claim against the Corporation, its current Corporation or former directors, officers, employees, agents any director or stockholders officer or other employee of the Corporation arising pursuant to any provision of the DGCL Delaware General Corporation Law or this the Certificate of Incorporation or the Bylawsthese By-Laws (in each case, as they may be amended from time to time), or (iv) any action, suit or proceeding action asserting a claim against the Corporation, its current Corporation or former directors, officers, employees, agents any director or stockholders officer or other employee of the Corporation governed by the internal affairs doctrine. If any action doctrine shall be the Delaware Court of Chancery (or if the Delaware Court of Chancery does not have subject matter of which is jurisdiction, a state court located within the scope State of this Section 1 Delaware or, if no state court located within the State of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forumDelaware has subject matter jurisdiction, the federal district court for the District of Delaware); provided, that this sentence shall not apply to suits brought to enforce any duty or liability created by the Securities Act of 1933 or the rules and regulations thereunder or the Securities Exchange Act of 1934 or the rules and regulations thereunder or any claim for which the federal courts have exclusive jurisdiction. THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of the United States [●] day of America shall[●], 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 fullest extent permitted 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 applicable law, be and among the exclusive forum for Company and the resolution of any complaint asserting a cause of action arising under investors party thereto (the Securities Act“Original Agreement”). Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware (the “Chancery Court”) shall 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 any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or the Bylaws or this Amended and Restated Certificate of Incorporation or the Bylaws, (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, its current or former directors, officers, employees, agents or stockholders 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 exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of this Section 1 clause (a) of this Article VIII the immediately preceding sentence is filed in a court other than the Chancery Court courts in the State of Delaware (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (ax) the personal jurisdiction of the Chancery Court state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce this Section 1 the provisions of this Article VIII; clause (a) of the immediately preceding sentence and (by) 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article VIII. Notwithstanding the foregoing, the provisions of this Article VIIIVIII shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Exclusive Forum. Section 1. 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 Court”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) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder for: (including a beneficial owner) to bring (ia) any derivative action or proceeding brought on behalf of the Corporation, ; (iib) any action, suit or proceeding 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 officer, stockholder, employee or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, ; (iiic) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (d) any action to interpret, apply, enforce or this determine the validity of the Certificate of Incorporation or the Bylaws, or ; (ive) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If ; or (f) any action the subject matter of which asserting an “internal corporate claim” as that term is within the scope of this defined in Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction 115 of the Chancery Court in connection with any DGCL, as amended from time to time; provided that this sentence shall not apply to a cause of action brought in any such court to enforce this Section 1 of this Article VIII; arising under the Exchange Act or the rules 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. Section 2regulations 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, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3Act 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 any security shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VIIIXIII. Failure to enforce the foregoing provisions of this Article XIII would cause the Corporation irreparable harm, and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.

Exclusive Forum. Subject to the last sentence of this Section 1. Unless 9.1, and unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, and only if the “Court of Chancery Court”of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware, or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall and any appellate court therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (ia) any derivative claim or action or proceeding brought on behalf of the Corporation, (iib) any action, suit claim or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iiic) any action, suit claim or proceeding action asserting a claim against the Corporation, its or any current or former directorsdirector, officers, employees, agents officer or stockholders employee of the Corporation arising pursuant to any provision of the DGCL or DGCL, this Second Amended and Restated Certificate of Incorporation or the BylawsBylaws of the Corporation (as each may be amended from time to time), or (ivd) any actionclaim or cause of action seeking to interpret, suit apply, enforce or proceeding determine the validity of this Second Amended and Restated Certificate or the Bylaws of the Corporation (as each may be amended from time to time, including any right, obligation or remedy thereunder); (e) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (f) any action asserting a claim against the Corporation, its current or former directorsany director, officers, employees, agents officer or stockholders employee of the Corporation governed by the internal affairs doctrine. If any action doctrine or otherwise related to the subject matter of which is within the scope of this Section 1 of this Article VIII is filed Corporation’s internal affairs, in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), all cases to the fullest extent permitted by law, such stockholder shall be deemed law and subject to have consented to: (a) the court having personal jurisdiction over the indispensable parties named as defendants. Article IX shall not apply to claims or causes of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 a duty or liability created by the Securities Act of this Article VIII; and 1933, as amended (bthe “1933 Act”) having service or the Securities Exchange Act of process made upon such stockholder in 1934, as amended or any such action by service upon such stockholder’s counsel in other claim for which the Foreign Action as agent for such stockholder. Section 2federal courts have exclusive jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities 1933 Act. Section 3. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware (the “Chancery Court”) shall 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 other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action 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 current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws, Bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article IX, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of this Section 1 clause (a) of this Article VIII the immediately preceding sentence is filed in a court other than the Chancery Court courts in the State of Delaware (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (ax) the personal jurisdiction of the Chancery Court state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce this Section 1 the provisions of this Article VIII; clause (a) of the immediately preceding sentence and (by) 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. Section 2. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 3. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring any interest in 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 VIIIIX 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 IX shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph of this Article 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.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of in the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring any state law claims for (ia) any derivative action or proceeding brought on behalf of the Corporation, (iib) any action, suit or proceeding action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder employee of the Corporation to the Corporation or to the Corporation’s stockholders, (iiic) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents officers or stockholders employees arising pursuant to any provision of the DGCL or this the Corporation’s Certificate of Incorporation or the Bylaws, Bylaws or (ivd) any action, suit or proceeding action asserting a claim against the Corporation, its current or former directors, officers, employees, agents officers or stockholders employees governed by the internal affairs doctrine. If any action the subject matter , except for, as to each of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (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 Court in connection with any action brought in any within ten days following such court to enforce this Section 1 of this Article VIII; and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel determination), which is vested in the Foreign Action as agent exclusive jurisdiction of a court or forum other than the Court of Chancery, or for such stockholder. Section 2which 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, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for the resolution of resolving any complaint asserting a cause of action arising under the Securities Act. Section 3Act of 1933, as amended. To the fullest extent permitted by law, any Any person or entity purchasing or otherwise acquiring any interest in any security shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIIISection 9.16. If any provision or provisions of this 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 Section 9.16 (including, without limitation, each portion of any sentence of this 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. A. Surrender of the CompoSecure Holdings, L.L.C. Units