Common use of Exclusive Jurisdiction Clause in Contracts

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any Action with respect and unconditionally submits to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware (or in the event, or if (but only if) in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). Each In addition, each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement Subscription in any court other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action Legal Proceeding with respect to this Voting AgreementAgreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (ax) any claim that it is not personally subject to the jurisdiction of the above-named courts Chosen Courts for any reasonreason other than the failure to serve in accordance with this Section 6(k), (by) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cz) to the fullest extent permitted by the applicable Law, any claim that (i) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such Action suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto Limited Partners and the Managing Partner and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, (i) irrevocably agrees that any Action with respect claims, suits, actions or proceedings arising out of or relating in any way to this Voting Agreement and (including any claims, suits or actions to interpret, apply or enforce (A) the provisions of this Agreement, (B) the duties, obligations or liabilities of the Partnership to the Limited Partners or the Managing Partner, or of Limited Partners or the Managing Partner to the Partnership, or among Partners, (C) the rights and obligations arising hereunderor powers of, or for recognition and enforcement restrictions on, the Partnership, the Limited Partners or the Managing Partner, (D) any provision of the Delaware Limited Partnership Act, or (E) any judgment other instrument, document, agreement or certificate contemplated by any provision of the Delaware Limited Partnership Act relating to the Partnership (regardless of whether such claims, suits, actions or proceedings (x) sound in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other party hereto grounds, or its successors (z) are derivative or assignsdirect claims)), shall be exclusively brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware or, or if (but only if) that such court does not have subject matter jurisdiction over thereof, any other court in the State of Delaware with subject matter jurisdiction; (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding; (iii) irrevocably agrees not to, and waives any right to, assert in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its propertyclaim, generally and unconditionallysuit, to the personal jurisdiction of the aforesaid courts and agrees action or proceeding that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (aA) any claim that it is not personally subject to the jurisdiction of the above-named such courts for or any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such other court or from any legal process commenced to which proceedings in such courts may be appealed, (whether through service of noticeB) such claim, attachment prior to judgmentsuit, attachment in aid of execution of judgment, execution of judgment action or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, or (iiC) the venue of such Action claim, suit, action or proceeding is improper improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; (iiiv) this Agreementconsents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the subject matter address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of this Agreementprocess and notice thereof; provided, may not be enforced that nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law; and (vi) irrevocably waives any and all right to trial by jury in any such courtsclaim, suit, action or proceeding.

Exclusive Jurisdiction. Each of the parties hereto irrevocably hereby agrees that any Action claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with respect this Agreement, the documents referred to in this Voting Agreement and the rights and obligations arising hereunderAgreement, or for recognition any of the transactions contemplated thereby, and enforcement of any judgment in respect including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns(any such claim being a “Covered Claim”), shall be brought heard and determined exclusively in the Court of Chancery in of the State of DelawareDelaware and the appropriate appellate courts therefrom (the “Chancery Court”), or if (but only if) and in no other; provided, however, that court does not have in the event the Chancery Court determines that it lacks subject matter jurisdiction over a Covered Claim, such action claim shall be heard and determined exclusively in another state or proceeding, federal court sitting in the United States District Court for state of Delaware and the District of Delawareappropriate appellate courts therefrom (an “Other Delaware Court”). Each of the parties hereto hereby irrevocably submits with regard to expressly agrees and acknowledges that the Delaware Chancery Court (or, if the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) is an appropriate and convenient forum for resolution of any such Action for itself and in respect of its propertyall Covered Claims, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suffer any action relating undue hardship or inconvenience if required to this Voting Agreement or litigate in such court, and that such court is fully competent and legally capable of adjudicating any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courtsCovered Claim. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim party further represents that it is not personally subject has agreed to the jurisdiction of the above-named courts for any reasonChancery Court (or, (b) any claim that it or if the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court), in respect of Covered Claims after being fully and adequately advised by legal counsel of its property is exempt or immune from jurisdiction of any such court or from any legal process commenced own choice concerning the procedures and laws applied in such courts (whether through service of noticeand has not relied on any representation by any other party or its affiliates, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment representatives or otherwise) and (c) advisors as to the fullest extent permitted by applicable Lawcontent, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue scope or effect of such Action is improper or (iii) this Agreementprocedures and law, or the subject matter and will not contend otherwise in any proceeding in any court of this Agreement, may not be enforced in or by such courtsany jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto Parties irrevocably agrees that any Action claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with respect this Agreement, the Ancillary Agreements, the documents referred to in this Voting Agreement and the rights and obligations arising hereunderAgreement, or for recognition any of the transactions contemplated thereby, and enforcement of any judgment in respect including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall (any such claim being a “Covered Claim”) may be brought and determined exclusively in any of the Court courts of Chancery in the State of DelawareNew York located in the City of New York, Borough of Manhattan, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in of the United States District Court for of America sitting in the Southern District of Delaware. Each New York, and any appellate court from any thereof, and each of the parties Parties hereto hereby irrevocably submits with regard to any such Action in respect of Covered Claims for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of may be served with such legal process at the transactions contemplated by this Voting Agreement address and in any court other than the aforesaid courtsmanner set forth in Section 5.4. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with action or proceeding in respect to this Voting Agreement, of Covered Claims (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to lawfully serve process, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ciii) to the fullest extent permitted by applicable LawLaws, any claim that (iA) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such Action suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with respect to this Voting Agreement and the rights and obligations arising hereunderAgreement, or for recognition any of the transactions contemplated hereby, and enforcement of any judgment in respect including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns(any such claim being a “Covered Claim”), shall may be brought and determined exclusively in the Court of Chancery any federal or state court located in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each and each of the parties hereto hereby irrevocably submits with regard to any such Action in respect of Covered Claims for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of may be served with such legal process at the transactions contemplated by this Voting Agreement address and in any court other than the aforesaid courtsmanner set forth in Section 11.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with action or proceeding in respect to this Voting Agreement, of Covered Claims (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to lawfully serve process, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ciii ) to the fullest extent permitted by applicable LawLaws, any claim that (iA) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such Action suit, action or proceeding is improper or and (iiiC) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. The parties hereby further agree that New York state or United States Federal courts sitting in the borough of Manhattan, City of New York shall have exclusive jurisdiction over any action brought against any financing source under the Spinco Commitment Letter and the Spinco Related Letter in connection with the transactions contemplated under this Agreement.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any Action with respect and unconditionally submits to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware (or in the event, or if (but only if) in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). Each In addition, each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts Chosen Courts for the purpose of any Action directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement Subscription in any court other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting AgreementAgreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (ax) any claim that it is not personally subject to the jurisdiction of the above-named courts Chosen Courts for any reasonreason other than the failure to serve in accordance with this Section 6(k), (by) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cz) to the fullest extent permitted by the applicable Law, any claim that (i) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such Action suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Action in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Action with respect Federal court of the United States of America sitting in the State of Delaware), and any appellate court from any thereof, in any Proceeding arising out of or relating to this Voting Agreement and or the rights and obligations negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising hereunderout of or related to any representation or warranty made in or in connection with this Agreement), or for recognition and or enforcement of any judgment judgment, and agrees that all claims in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, any such Proceeding shall be brought heard and determined exclusively in the such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting in the State of Delaware), (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery, any Federal court of the United States of America sitting in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably Delaware State court, (iii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any claim that (i) the Action in such court is brought and (iv) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such Action is improper or (iii) this Agreement, or the subject matter of this Agreement, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties agrees that service of process, summons, notice or document by registered mail addressed to it in compliance with the provisions of Section 10.1 of the Merger Agreement and, if to a Holder, to such courtsHolder’s address set forth opposite each such Holder’s name on the Final Spreadsheet, shall, in each case, be effective service of process for any Proceeding brought in any such court.

Exclusive Jurisdiction. Each Except as otherwise expressly provided in any Ancillary Agreement, each of the parties hereto Parties hereby irrevocably agrees that any Action with respect and unconditionally submits, for itself and its property, to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware or, or if (but only if) that such court does shall not have subject matter jurisdiction over such action jurisdiction, any state or proceeding, in federal court of the United States District Court for the District of America sitting in Delaware. Each , and any appellate court from any appeal thereof, in any Legal Proceeding arising out of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Voting Agreement Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated by this Voting Agreement in hereby or thereby or for recognition or enforcement of any court other than the aforesaid courts. Each judgment relating thereto, and each of the parties hereto hereby irrevocably waives, and unconditionally (i) agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, commence any such Legal Proceeding except in any Action with respect to this Voting Agreementsuch courts, (aii) agrees that any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction in respect of any such court or from any legal process commenced Legal Proceeding may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such courts state or federal court, (whether through service iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of notice, attachment prior to judgment, attachment venue of any such Legal Proceeding in aid the Court of execution Chancery of judgment, execution the State of judgment Delaware or otherwise) such state or federal court and (civ) waives, to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper Legal Proceeding in the Court of Chancery of the State of Delaware or (iii) this Agreement, such state or federal court. Each of the subject matter of this Agreement, Parties agrees that a final judgment in any such Legal Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. Each Party irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any Action with respect and unconditionally submits to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware (or in the event, or if (but only if) in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). Each In addition, each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts Chosen Courts for the purpose of any Claim directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement Subscription in any court other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action Claim with respect to this Voting AgreementAgreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (ax) any claim that it is not personally subject to the jurisdiction of the above-named courts Chosen Courts for any reasonreason other than the failure to serve in accordance with this Section 7(k), (by) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cz) to the fullest extent permitted by the applicable Law, any claim that (i) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such Action suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 7(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 7(a) shall be effective service of process for any Claim in connection with this Agreement or the Subscription. Nothing in this Section 7(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and venue of the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in connection with any and all Relevant Matters (or, only if the State Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the state of Delaware). Each party agrees not to commence any legal proceedings related to any Relevant Matter except in the Delaware Court of Chancery (or, or only if (but only if) that court does not have subject matter the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in any federal court within the state of Delaware). By execution and delivery of this Agreement, each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes in connection with Relevant Matters and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto and the Company Holders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to this Voting Agreement or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto irrevocably agrees that consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any Action with respect to matter based upon or arising out of this Voting Agreement and the rights and obligations arising hereunderTransactions or any other matters contemplated herein (or, or for recognition and enforcement only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), or each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if (but only if) that court does not have subject matter the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable Legal Requirements. Each of the The parties hereto and the Stockholders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Manager and Member of the parties hereto Fund, to the fullest extent permitted by law, including Section 18-109(d) of the Delaware Act, (i) irrevocably agrees that that, except for any Action with respect claims, suits, actions or proceedings arising under the Federal Securities Laws, any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Fund, the Delaware Act or this Voting Agreement and (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of this Agreement, or (B) the duties (including fiduciary duties), obligations or liabilities of the Fund to the Managers or the Members, or (C) the rights and obligations arising hereunderor powers of, or for recognition and enforcement restrictions on, the Fund, the Managers or the Members, or (D) any provision of the Delaware Act, or (E) any judgment other instrument, document, agreement or certificate contemplated by any provision of the Delaware Act or this Agreement relating in respect any way to the Fund (regardless, in each case, of this Voting Agreement and the rights and obligations arising hereunder brought by the whether such claims, suits, actions or proceedings (x) found in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other party hereto grounds, or its successors (z) are derivative or assignsdirect claims)), shall be exclusively brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware or, or if (but only if) that such court does not have subject matter jurisdiction over thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably agrees that any claims, suits, actions or proceedings arising under the Federal Securities Laws shall be exclusively brought in the federal district courts of the United States of America, (iii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iv) irrevocably agrees not to, and waives any right to, assert in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its propertyclaim, generally and unconditionallysuit, to the personal jurisdiction of the aforesaid courts and agrees action or proceeding that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (aA) any claim that it is not personally subject to the jurisdiction of the above-named such courts for or any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such other court or from any legal process commenced to which proceedings in such courts may be appealed, (whether through service of noticeB) such claim, attachment prior to judgmentsuit, attachment in aid of execution of judgment, execution of judgment action or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, or (iiC) the venue of such Action claim, suit, action or proceeding is improper improper, (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iiiv) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. Notwithstanding anything to the contrary in this AgreementSection 8.19, the Fund may, at its sole discretion, select and/or consent to an alternative forum for any claims, suits, actions or proceedings relating in any way to the subject matter of this Agreement, may not be enforced in or by such courtsFund.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any Relevant Matter (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Court of Chancery (or, or only if (but only if) that court does not have subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto and the Securityholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes in connection with any Relevant Matter and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Securityholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by Law. Each of the The parties hereto and the Securityholders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to this Voting Agreement or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim reason or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto irrevocably agrees that consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any Action with respect to matter based upon or arising out of this Voting Agreement and the rights and obligations arising hereunderTransactions or any other matters contemplated herein (or, or for recognition and enforcement only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), or each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if (but only if) that court does not have subject matter the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto and the Stockholders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Except as otherwise expressly provided in any Ancillary Agreement, each of the parties hereto Parties hereby irrevocably agrees that any Action with respect and unconditionally submits, for itself and its property, to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware or, or if (but only if) that such court does shall not have subject matter jurisdiction over such action jurisdiction, any state or proceeding, in federal court of the United States District Court for the District of America sitting in Delaware. Each , and any appellate court from any appeal thereof, in any Legal Proceeding arising out of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Voting Agreement Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated by this Voting Agreement in hereby or thereby or for recognition or enforcement of any court other than the aforesaid courts. Each judgment relating thereto, and each of the parties hereto hereby irrevocably waives, and unconditionally (i) agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, commence any such Legal Proceeding except in any Action with respect to this Voting Agreementsuch courts, (aii) agrees that any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction in respect of any such court or from any legal process commenced Legal Proceeding may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such courts state or federal court, (whether through service iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of notice, attachment prior to judgment, attachment venue of any such Legal Proceeding in aid the Court of execution Chancery of judgment, execution the State of judgment Delaware or otherwise) such state or federal court and (civ) waives, to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper Legal Proceeding in the Court of Chancery of the State of Delaware or (iii) this Agreement, such state or federal court. Each of the subject matter of this Agreement, Parties agrees that a final judgment in any such Legal Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. To the fullest extent permitted by Law, each Party irrevocably consents to service of process in the manner provided for notices in Section 7.5. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of Unless the parties hereto irrevocably agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Corporation consents in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, writing to the personal jurisdiction selection of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, an alternative forum: (a) any claim that it is not personally subject to the jurisdiction of the above-named courts sole and exclusive forum for any reasoncomplaint asserting any internal corporate claims (as defined below), (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, and subject to applicable Lawjurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware); and (b) the sole and exclusive forum for any claim complaint asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. . Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 8. If any provision of this Section 8 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 provision in any other circumstance and of the remaining provisions of this Section 8 (including, without limitation, each portion of any sentence of this Section 8 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 or circumstances shall not in any way be affected or impaired thereby. Internal corporate claims shall mean state law claims for (i) any derivative action or proceeding brought on behalf of the Action in such court is brought in an inconvenient forumCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the venue of such Action is improper Corporation to the Corporation or the Corporation’s stockholders, (iii) this Agreementany action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate or By-laws, (iv) any action to interpret, apply, enforce or determine the validity of the Certificate or By-laws, or (v) any action asserting a claim against the subject matter of this Agreement, may not be enforced in or Corporation governed by such courtsthe internal affairs doctrine.

Exclusive Jurisdiction. Each of the parties hereto party hereby irrevocably and unconditionally: (1) (a) agrees that any Action suit, action or proceeding against SES Americom by Customer with respect to this Voting Agreement and shall be instituted only in the rights and obligations arising hereundertrial court of Princeton, New Jersey, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States U.S. District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself New Jersey (and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid appellate courts and agrees that it will not bring any action relating to this Voting Agreement or from any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motionforegoing), as a defenseCustomer may elect in its sole discretion, counterclaim (b) agrees that any suit, action or otherwise, in any Action proceeding against Customer by SES Americom with respect to this Voting AgreementAgreement shall be instituted only in the trial court of Denver, Colorado, or the U.S. District Court for the District of Colorado (and appellate courts from any of the foregoing), as SES Americom may elect in its sole discretion, (ac) any claim that it is not personally subject consents and submits, for itself and its property, to the jurisdiction of the above-named such courts for the purpose of any reasonsuch suit, action or proceeding instituted against it by the other, and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (2) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Subsection (1) above may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address for notices pursuant to Section 1.E, such service to become effective 30 days after such mailing, provided that nothing contained in this Subsection (2) shall *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. affect the right of either party to serve process in any other manner permitted by law; and (3) (a) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court specified in clause (a) or clause (b) of Subsection (1) above (as applicable), (b) waives any claim that it any such suit, action or its property is exempt or immune from jurisdiction of proceeding brought in any such court or from any legal process commenced has been brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) an inconvenient forum and (c) agrees not to plead or claim either of the fullest extent permitted by applicable Law, any claim that foregoing. (i4) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter The provisions of this Agreement, may not be enforced in Subsection F shall survive expiration or by such courtstermination of this Agreement indefinitely.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any Action with respect and unconditionally (a) submits, for itself and its property, to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery or any federal court of the United States of America sitting in the State of Delaware, and any appellate court from any thereof, in any Action or if proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Action or proceeding shall be heard and determined in such Delaware court or, to the extent permitted by law, in such federal court, (but only ifb) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, Action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such Delaware court or in any such federal court, (c) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such Action or proceeding in any such court and (d) agrees that court does not have subject a final judgment in any such suit, Action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other matter provided by law, provided, however, in the event such courts Table of Contents decline jurisdiction over such action or proceeding, all references in this Section 9.8 to Delaware shall be deemed to be references to Minnesota, in the United States District Court for case of an Action or proceeding initiated by Spartan Stores or Merger Sub, or Michigan, in the District case of Delawarean Action or proceeding initiated by Nash-Finch. Each of the parties hereto hereby irrevocably submits with regard agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 9.6 shall be effective service of process for any suit, action or proceeding brought in any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtscourt.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto irrevocably agrees that consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any Action with respect to matter based upon or arising out of this Voting Agreement and the rights and obligations arising hereunderTransactions or any other matters contemplated herein (or, or for recognition and enforcement only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), or each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if (but only if) that court does not have subject matter the state courts of the State of Delaware decline to accept jurisdiction over such action or proceedinga particular matter, in any federal court within the United States District Court State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the District purposes of Delawaredisputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. Each The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the parties hereto hereby irrevocably submits with regard to aforementioned courts in any such Action for itself and in respect by the delivery of its property, generally and unconditionally, copies thereof by overnight courier to the personal jurisdiction address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the aforesaid courts and agrees that it will not bring any action relating right to this Voting Agreement or any of the transactions contemplated by this Voting Agreement serve process in any court other than the aforesaid courtsmanner permitted by applicable Legal Requirements. Each of the The parties hereto and the Stockholders hereby irrevocably waives, and agrees not waive any right to assert, by way of motion, as a defense, counterclaim stay or otherwise, in dismiss any Action under or in connection with respect to this Voting Agreement, Agreement brought before the foregoing courts on the basis of (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) that venue for the venue of such Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. (i) Each of the parties hereto irrevocably agrees that any Action with respect to this Voting Agreement Company, the holders of Rights Certificates and the rights holders of Ordinary Shares hereby (A) irrevocably submits, for itself and obligations arising hereunderits property, or for recognition and enforcement to the exclusive jurisdiction of any judgment in respect the courts of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in the State of Delaware, or if (but and only if) that such court does not have lacks subject matter jurisdiction jurisdiction, the federal court of the United States of America sitting in Delaware, and any appeal to an appellate court from any thereof, over any suit, action or proceeding arising out of or relating to or concerning this Rights Agreement or the Rights; (B) agrees not to commence any such suit, action or proceeding except in the Delaware Court of Chancery or if (and only if) such court lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and any appeal to an appellate court from any thereof; (C) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceedingproceeding in the Delaware Court of Chancery or if (and only if) such court lacks subject matter jurisdiction, in the federal court of the United States District Court for the District of America sitting in Delaware. Each of the parties hereto hereby irrevocably submits with regard , and any appeal to an appellate court from any such Action for itself and in respect of its property, generally and unconditionallythereof; (D) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery or if (and only if) such court lacks subject matter jurisdiction, the federal court of the aforesaid courts United States of America sitting in Delaware, and agrees that it will not bring any action relating appeal to this Voting Agreement or an appellate court from any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably thereof; (E) waives, to the fullest extent it may legally and agrees not to asserteffectively do so, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts Delaware Court of Chancery or if (and only if) such court lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and any appeal to an appellate court from any thereof, for any reasonreason other than failure to serve in accordance with this Rights Agreement; (F) waives, (b) to the fullest extent it may legally and effectively do so, any claim that it or its property is exempt or immune from jurisdiction of any the Delaware Court of Chancery or if (and only if) such court or lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and any appeal to an appellate court from any thereof, in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); (G) acknowledges that the forum designated by this Section 32(b)(i) has a reasonable relation to the Rights Agreement and the Rights and to such Persons’ relationship with one another; and (cH) waives, to the fullest extent permitted by applicable Lawit may legally and effectively do so, any claim that (i) this Rights Agreement or the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this AgreementRights, or the subject matter of this Agreementthereof, may not be enforced in or by the Delaware Court of Chancery or if (and only if) such courtscourt lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and any appeal to an appellate court from any thereof. (ii) Each of the Company, the holders of Rights Certificates and the holders of Ordinary Shares hereby agrees that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that By holding an ADR or an interest therein (including, without limitation, any Action with respect to this Voting Agreement ADSs), each Holder and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and Beneficial Owner agrees that it will may not raise, bring or pursue any suit, action relating to this Voting Agreement or proceeding against the Company or the Depositary, or any of the transactions contemplated by this Voting Agreement in any court their respective directors, officers, employees, agents and Affiliates other than in a federal or state court located in the aforesaid County of New York, State of New York and that, irrespective of the location or jurisdiction in which such Holder and/or Beneficial Owner resides or is organized, only a court located in such County of New York jurisdiction shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Deposit Agreement, the ADRs, the ADSs or anything related thereto or arising therefrom, and, for such purposes, each Holder and Beneficial Owner irrevocably submits to the exclusive jurisdiction of such courts. Each FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the parties hereto hereby irrevocably waives, and agrees not to assert, by way Depositary with full power of motion, as a defense, counterclaim or otherwise, substitution in any Action with respect the premises. Dated: Name: By: Title: NOTICE: The signature of the Holder to this Voting Agreement, (a) any claim that it is not personally subject to assignment must correspond with the jurisdiction name as written upon the face of the above-named courts for within instrument in every particular, without alteration or enlargement or any reasonchange whatsoever. If the endorsement be executed by an attorney, (b) any claim that it executor, administrator, trustee or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced guardian, the person executing the endorsement must give his/her full title in such courts (whether through service capacity and proper evidence of notice, attachment prior authority to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action act in such court is brought in an inconvenient forumcapacity, (ii) if not on file with the venue of such Action is improper or (iii) Depositary, must be forwarded with this Receipt. SIGNATURE GUARANTEED ____________________________ Page ARTICLE I DEFINITIONS 3 SECTION 1.1 "Affiliate" 3 SECTION 1.2 "Agent" 3 SECTION 1.3 "American Depositary Share(s)" and "ADS(s)" 3 SECTION 1.4 "ADS Record Date" 3 SECTION 1.5 "Beneficial Owner" 4 SECTION 1.6 "Business Dxx" 0 SECTION 1.7 "Commission" 4 SECTION 1.8 "Company" 4 SECTION 1.9 "Custodian" 4 SECTION 1.10 "Deliver" and "Delivery" 4 SECTION 1.11 "Deposit Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts." 5 SECTION 1.12 "Depositary" 5 SECTION 1.13 "Deposited Securities" 5 SECTION 1.14 "Dollars" and "$" 5 SECTION 1.15 "DRS/Profile" 5 SECTION 1.16 "DTC" 5 SECTION 1.17 "Exchange Act" 5 SECTION 1.18 "Foreign Currency" 5 SECTION 1.19 "Foreign Rxxxxxxxx" 0 SECTION 1.20 "Holder" 6 SECTION 1.21 “Indemnified Person” and “Indemnifying Person” 6 SECTION 1.22 “Pre-Release” 6 SECTION 1.23 "Principal Office" 6

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the other transactions contemplated by this Agreement or any other matters contemplated herein (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or or, if no federal court in the State of Delaware accepts jurisdiction, any state court within the State of Delaware). Each party agrees not to commence any legal proceedings related hereto except in such Court of Chancery (but or, only if) that court does not have subject matter if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware, or, if no federal court in the State of Delaware accepts jurisdiction, in any state court within the State of Delaware). By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any Relevant Matter (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Court of Chancery (or, or only if (but only if) that court does not have subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto and the Indemnifying Parties irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes in connection with any Relevant Matter and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Indemnifying Parties irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by Law. Each of the The parties hereto and the Indemnifying Parties hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to this Voting Agreement or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim reason or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any Action with respect to matter based upon or arising out of this Voting Agreement and the rights and obligations arising hereunderTransactions or any other matters contemplated herein (or, or for recognition and enforcement only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in federal court within the State of Delaware). Each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, or only if (but only if) that court does not have subject matter the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto and the Company Holders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Company Holders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto and the Company Holders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts Table of Contents for any reason, (b) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any matter based upon or arising out of this Agreement, the Transactions or any other matters contemplated herein (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each Party agrees not to commence any legal proceedings related hereto except in such court (or, or only if (but only if) that court does not have subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within federal court within the State of Delaware). By execution and delivery of this Agreement, each Party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The Parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such Party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable Law. Each of the parties The Parties hereto hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, or (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts.

Exclusive Jurisdiction. Each Director and Member of the parties hereto Fund, to the fullest extent permitted by law, including Section 18-109(d) of the Delaware Act, (i) irrevocably agrees that that, except for any Action with respect claims, suits, actions or proceedings arising under the Federal Securities Laws, any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Fund, the Delaware Act or this Voting Agreement and (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of this Agreement, or (B) the duties (including fiduciary duties), obligations or liabilities of the Fund to the Directors or the Members, or (C) the rights and obligations arising hereunderor powers of, or for recognition and enforcement restrictions on, the Fund, the Directors or the Members, or (D) any provision of the Delaware Act, or (E) any judgment other instrument, document, agreement or certificate contemplated by any provision of the Delaware Act or this Agreement relating in respect any way to the Fund (regardless, in each case, of this Voting Agreement and the rights and obligations arising hereunder brought by the whether such claims, suits, actions or proceedings (x) found in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other party hereto grounds, or its successors (z) are derivative or assignsdirect claims)), shall be exclusively brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware or, or if (but only if) that such court does not have subject matter jurisdiction over thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably agrees that any claims, suits, actions or proceedings arising under the Federal Securities Laws shall be exclusively brought in the federal district courts of the United States of America, (iii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iv) irrevocably agrees not to, and waives any right to, assert in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its propertyclaim, generally and unconditionallysuit, to the personal jurisdiction of the aforesaid courts and agrees action or proceeding that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (aA) any claim that it is not personally subject to the jurisdiction of the above-named such courts for or any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such other court or from any legal process commenced to which proceedings in such courts may be appealed, (whether through service of noticeB) such claim, attachment prior to judgmentsuit, attachment in aid of execution of judgment, execution of judgment action or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, or (iiC) the venue of such Action claim, suit, action or proceeding is improper improper, (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iiiv) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. Notwithstanding anything to the contrary in this AgreementSection 8.18, the Fund may, at its sole discretion, select and/or consent to an alternative forum for any claims, suits, actions or proceedings relating in any way to the subject matter of this Agreement, may not be enforced in or by such courtsFund.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with respect this Agreement, the Ancillary Agreements, the documents referred to in this Voting Agreement and the rights and obligations arising hereunderAgreement, or for recognition any of the transactions contemplated thereby, and enforcement of any judgment in respect including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall (any such claim being a “Covered Claim”) may be brought and determined exclusively in the Court of Chancery any federal or state court located in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each and each of the parties hereto hereby irrevocably submits with regard to any such Action in respect of Covered Claims for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of may be served with such legal process at the transactions contemplated by this Voting Agreement address and in any court other than the aforesaid courtsmanner set forth in Section 11.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with action or proceeding in respect to this Voting Agreement, of Covered Claims (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to lawfully serve process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable LawLaws, any claim that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such Action suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. The parties hereby further agree that New York state or United States Federal courts sitting in the borough of Manhattan, City of New York shall have exclusive jurisdiction over any action brought against any financing source under the Spinco Commitment Letter and Related Letters in connection with the transactions contemplated under this Agreement.

Exclusive Jurisdiction. Each Any legal suit, action or proceeding arising out of the parties hereto irrevocably agrees that or in connection with any Action with respect to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, Relevant Matter shall be brought instituted first in, and determined exclusively in each party hereby irrevocably consents to the jurisdiction and venue of, the Court of Chancery within New Castle County in the State of Delaware (and any appellate court thereof located within such county) and to the extent such Court of Chancery (or appellate court thereof located within such county) lacks jurisdiction over the matter, the federal courts of the United States of America located within New Castle County in the State of Delaware, or if (but only if) that court does not have subject matter and each party irrevocably submits to the exclusive jurisdiction over of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the United States District Court laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding anything to the contrary in this Agreement, each of the Company (on behalf of itself and on behalf of each of its Subsidiaries), Buyer (on behalf of itself and on behalf of each of its Subsidiaries) and Security Representative (on behalf of itself and the Company Shareholders and other Indemnifying Parties) agrees (for the District avoidance of Delaware. Each doubt, without affecting the provisions of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees Section 11.17) that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source or any Financing Source Related Party in any way relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement Agreement, including any dispute arising out of or relating in any court way to the Financing or the performance thereof, in any forum other than the aforesaid courts. Each United States District Court for the Southern District of New York Federal or, if that court does not have subject matter jurisdiction, the Supreme Court of the parties hereto hereby irrevocably waivesState of New York, County of New York (and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named appellate courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtsthereof).

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and venue of the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in connection with any matter based upon or arising out of this Agreement, the State Merger and the other Transactions or any other matters contemplated herein (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the state of Delaware). Each party agrees not to commence any legal proceedings related hereto except in the Delaware Court of Chancery (or, or only if (but only if) that court does not have subject matter the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in any federal court within the state of Delaware). By execution and delivery of this Agreement, each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto and the Stockholders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Except as otherwise expressly provided in the Separation Agreement or any other Ancillary Agreement, each of the parties hereto Parties hereby irrevocably agrees that any Action with respect and unconditionally submits, for itself and its property, to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware or, or if (but only if) that such court does shall not have subject matter jurisdiction over such action jurisdiction, any state or proceeding, in federal court of the United States District Court for the District of America sitting in Delaware. Each , and any appellate court from any appeal thereof, in any Legal Proceeding arising out of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Voting Agreement, the Separation Agreement or any other Ancillary Agreement, the documents referred to in this Agreement, or any of the transactions contemplated by this Voting Agreement in hereby or thereby or for recognition or enforcement of any court other than the aforesaid courts. Each judgment relating thereto, and each of the parties hereto hereby irrevocably waives, and unconditionally (i) agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, commence any such Legal Proceeding except in any Action with respect to this Voting Agreementsuch courts, (aii) agrees that any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction in respect of any such court or from any legal process commenced Legal Proceeding may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such courts state or federal court, (whether through service iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of notice, attachment prior to judgment, attachment venue of any such Legal Proceeding in aid the Court of execution Chancery of judgment, execution the State of judgment Delaware or otherwise) such state or federal court and (civ) waives, to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such Action is improper Legal Proceeding in the Court of Chancery of the State of Delaware or (iii) this Agreement, such state or federal court. Each of the subject matter of this Agreement, Parties agrees that a final judgment in any such Legal Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. To the fullest extent permitted by Law, each Party irrevocably consents to service of process in the manner provided for notices in Section 8.16. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any Action with respect and unconditionally submits to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in of the State of DelawareDelaware (or in the event, or if (but only if) in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). Each In addition, each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts Chosen Courts for the purpose of any Action directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement Subscription in any court other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting AgreementAgreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (ax) any claim that it is not personally subject to the jurisdiction of the above-named courts Chosen Courts for any reasonreason other than the failure to serve in accordance with this Section 7(k), (by) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cz) to the fullest extent permitted by the applicable Law, any claim that (i) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such Action suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 7(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 7(a) shall be effective service of process for any Action in connection with this Agreement or the Subscription. Nothing in this Section 7(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Applicable Law.

Exclusive Jurisdiction. Each Subject to the provisions of Section 10.14 hereof, each of the parties hereto Parties irrevocably agrees that submits to the exclusive jurisdiction of any Action with respect New York State or federal court sitting in the borough of Manhattan in New York City and any state or federal appellate court therein (collectively, the “Designated Courts”), for the purposes of any suit, action or other proceeding to this Voting Agreement and the rights and obligations arising hereunder, compel arbitration or for recognition provisional relief in aid of arbitration in accordance with Section 10.14 or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Designated Courts for the enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawareaward issued thereunder. Each of the parties hereto hereby irrevocably submits Parties further agrees that service of any process, summons, notice or document in compliance with regard Section 10.7 shall be effective service of process for any action, suit or proceeding in the Designated Courts with respect to any such Action for itself and matters to which it has submitted to jurisdiction in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courtsSection 10.15. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Designated Courts, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action, suit or from proceeding brought in any legal process commenced such court has been brought in such courts (whether through service an inconvenient or improper forum. Each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) the Parties hereto hereby waives to the fullest extent permitted by applicable LawLaw any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, any claim that (i) under or in connection with this Agreement or the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) transactions contemplated by this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

Exclusive Jurisdiction. (a) Each of the parties hereto Party irrevocably agrees that it shall bring any Action with respect (whether in law or in equity and whether based on contract, tort or otherwise) arising out of or relating to this Voting Agreement, any of the transactions contemplated by this Agreement and or any of the rights and obligations arising hereunderactions of the Parent, Merger Sub or for recognition and the Company in the negotiation, administration, performance or enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto hereof or its successors or assigns, shall be brought and determined thereof exclusively in the Court of Chancery in of the State of DelawareDelaware located in the City of Wilmington and any State of Delaware appellate court therefrom, or if (but only if) that court to the extent the Court of Chancery of the State of Delaware located in the City of Wilmington does not have subject matter jurisdiction or declines to accept personal jurisdiction over any Party, any state or federal court within the City of Wilmington in the State of Delaware and any appellate court therefrom (collectively, the “Chosen Courts”), and solely with respect to any such action Action, irrevocably (a) submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such Action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or proceedingdo not have jurisdiction over any Party or any of its Affiliates and (d) agrees that service of process upon such Party in any such Action shall be effective if given in accordance with Section 8.5 of this Agreement. Each Party agrees that it shall not permit any of its Affiliates to bring any Action referred to in the immediately foregoing sentence, or voluntarily support any other Person in bringing any such Action, in any court other than the Chosen Courts. (b) Notwithstanding anything in Section 8.7(a) to the contrary, with respect to any Action of any kind or description (whether in law or in equity and whether based on contract, tort or otherwise) involving any Financing Source arising out of or relating to the transactions contemplated by this Agreement, the Debt Financing, any Alternative Financing, the Debt Financing Commitment, the commitment letters in respect of any Alternative Financing or the performance of services thereunder, the Parties agree that (i) such Actions shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware. Each New York or any New York State court sitting in the Borough of the parties hereto hereby irrevocably submits with regard Manhattan and any appellate court therefrom and (ii) they shall not bring or permit any of their respective Affiliates to bring any Action referred to in this Section 8.7(b), or voluntarily support any other Person in bringing any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseAction, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such other courts.

Exclusive Jurisdiction. Each Subject to Section 8.4 (including the arbitration provisions of Section 8.4(d)), each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any Relevant Matter (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Section 8.4 (including the arbitration provisions of Section 8.4(d)), or each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Court of Chancery (or, only if (but only if) that court does not have subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Section 8.4 (including the arbitration provisions of Section 8.4(d)), each party hereto and the Securityholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes in connection with any Relevant Matter and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Securityholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by Law. Each of the The parties hereto and the Securityholders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to this Voting Agreement or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim reason or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. Notwithstanding the foregoing, all Disputes shall be governed by the terms of Section 8.4(d).

Exclusive Jurisdiction. Each Unless the Corporation consents in writing to the selection of the parties hereto irrevocably agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunderan alternative forum, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of DelawareDelaware 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 fiduciary duty owed by any director, officer or if other employee of the Corporation to the Corporation or the Corporation’s stockholders; (but only ifc) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the Corporation’s certificate of incorporation or bylaws; or (d) 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 court there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, consent to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or any of the transactions contemplated by this Voting Agreement in any court forum other than the aforesaid courtsCourt of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Each of Unless the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, Corporation consents in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject writing to the jurisdiction selection of the above-named courts for any reasonan alternative forum, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Lawlaw, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws of the United States against the Corporation, its officers, directors, employees and/or underwriters. To the fullest extent permitted by law, any claim 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 Section 9.17. If any provision or provisions of this Section 9.17 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 9.17 (including, without limitation, each portion of any sentence of this Section 9.17 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. THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2018, is made and entered into by and among (i) Verra Mobility Corporation (f/k/a Gores Holdings II, Inc.), a Delaware corporation (the Action in such court is brought in an inconvenient forum“Company”), (ii) Gores Sponsor II LLC, a Delaware limited liability company (the venue of such Action is improper or “Sponsor”), (iii) Xxxxxxx Xxxx, (iv) Xxxxxxx Xxxxxx, (v) Xxxxxxx Xxx (together with Xxxxxxx Xxxx, Xxxxxxx Xxxxxx and the Sponsor, the “Gores Holders”) and (vi) the stockholders of Greenlight Holding II Corporation, a Delaware Corporation party hereto (the “Greenlight Holders”). The Gores Holders, the Greenlight Holders and any person or entity who hereafter becomes a party to this Agreement, or the subject matter Agreement pursuant to Section 5.2 of this Agreement, may not be enforced in or by such courtsAgreement are each referred to herein as a “Holder” and collectively as the “Holders”).

Exclusive Jurisdiction. Each of the parties hereto irrevocably Parties hereby agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunderclaim, dispute or for recognition and enforcement controversy (of any judgment and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law, including the laws of the Kingdom of Spain), arising out of, relating to or in respect connection with this Agreement or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto (any such claim, dispute or its successors or assignscontroversy being a “Covered Claim”), shall be brought submitted, heard and determined exclusively in the Court of Chancery in of the State of DelawareDelaware and the appropriate appellate courts therefrom (the “Chancery Court”), or if (but only if) and in no other; provided, however, that court does not have in the event the Chancery Court lacks subject matter jurisdiction over a Covered Claim, such action claim shall be submitted, heard and determined exclusively in another state or proceeding, federal court sitting in the United States District Court for state of Delaware and the District of Delawareappropriate appellate courts therefrom (an “Other Delaware Court”). Each of the parties hereto hereby irrevocably submits with regard to Parties expressly agrees and acknowledges that the Delaware Chancery Court (or, if the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) is an appropriate and convenient forum for resolution of any such Action for itself and in respect of its propertyall Covered Claims, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suffer any action relating undue hardship or inconvenience if required to this Voting Agreement or litigate in such court, and that such court is fully competent and legally capable of adjudicating any of the transactions contemplated Covered Claim, expressly including Covered Claims governed by this Voting Agreement in any court other than the aforesaid courtsSpanish law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim Party further represents that it is not personally subject has agreed to the jurisdiction of the above-named courts for any reasonChancery Court (or, (bif the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) any claim that it or in respect of Covered Claims after being fully and adequately advised by legal counsel of its property is exempt or immune from jurisdiction of any such court or from any legal process commenced own choice concerning the procedures and laws applied in such courts (whether through service of noticeand has not relied on any representation by any other party or its affiliates, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment representatives or otherwise) and (c) advisors as to the fullest extent permitted by applicable Lawcontent, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue scope or effect of such Action is improper or procedures and law, and will not contend (iiiB) this AgreementJurisdicción exclusiva: Cada una de las Partes acuerda que cualquier reclamación, or the subject matter disputa o controversia (de cualquier tipo, sea basada en contrato, de tipo extracontractual, basada en normativa o de otro tipo, y con independencia de que sea fundada en derecho federal, estatal, extranjero o de cualquier otro tipo, incluyendo el derecho del Reino de España) que surja de este Contrato o cualquiera de operaciones en él contempladas o que tenga relación o conexión con este Contrato o cualquiera de las operaciones en él contempladas, e incluyendo las disputas relativas a la existencia, validez, incumplimiento o terminación de este Contrato (cada reclamación, disputa o controversia, una “Reclamación Cubierta”), deberá ser sometida, oída y resuelta exclusivamente en la “Court of this AgreementChancery” del Estado de Delaware y en los tribunales de apelación que allí correspondan (la “Chancery Court”), may not be enforced y no en cualquier otro fuero o jurisdicción; si bien, en el caso de que la Chancery Court no tuviese jurisdicción por razón de la materia en relación con una Reclamación Cubierta, esa reclamación deberá ser sometida, oída y resuelta exclusivamente en otro tribunal o corte, estatal o federal, ubicada en el Estado de Delaware y en los tribunales de apelación correspondientes a ese tribunal o corte que procedan (un “Tribunal de Delaware Diferente” o los “Otros Tribunales de Delaware”). Cada una de las Partes expresamente reconoce y acuerda que la Chancery Court de Delaware (o, si la Chancery Court de Delaware no tuviese jurisdicción por razón de la materia, un Tribunal de Delaware Diferente) es un fuero apropiado y conveniente para la resolución de cada una y todas las Reclamaciones Cubiertas, que no sufrirá indebidas dificultades o incomodidades por tener que litigar en ese fuero y que ese fuero es totalmente competente y jurídicamente capaz de decidir cualquier Reclamación Cubierta, incluyendo las Reclamaciones Cubiertas sujetas a Derecho español. Cada Parte declara además que ha consentido a la jurisdicción de la Chancery Court (o, si la Chancery Court de Delaware no tuviese jurisdicción por razón de la materia, un Tribunal de Delaware Diferente) otherwise in or by such courtsany proceeding in any court of any jurisdiction. respecto a las Reclamaciones Cubiertas después de haber recibido asesoramiento adecuado y completo, por parte de asesores legales que esa misma Parte ha elegido, respecto de los procedimientos y normas aplicados por esos tribunales y no ha confiado en ninguna declaración realizada por cualquier otra parte o sus personas afiliadas o vinculadas, representantes o asesores en cuanto al contenido, ámbito o efecto de tales procedimientos y normas, y no sostendrá algo distinto de lo aquí manifestado en ningún procedimiento de ninguna jurisdicción.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any Relevant Matter (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Court of Chancery (or, or only if (but only if) that court does not have subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each of the Acquiror and the Holder irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes in connection with any Relevant Matter and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by Law. Each of the The parties hereto hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to this Voting Agreement or proceeding in connection with any Relevant Matter brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason or that it or any of its property is immune from the above-described legal process, (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any matter based upon or arising out of this Agreement, the Merger and the other Transactions or any other matters contemplated herein (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any Action related hereto except in such court or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Litigation Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, or if and any appellate courts therefrom (but only if) that court does not have subject matter the “Chosen Court”). By execution and delivery of this Agreement, each party hereto and the Stockholders irrevocably and unconditionally submit to the exclusive jurisdiction over such action or proceeding, in of the United States District Court Chosen Courts solely for the District purposes of Delawaredisputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. Each The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the parties hereto hereby irrevocably submits with regard to aforementioned courts in any such Action for itself and in respect by the delivery of its property, generally and unconditionally, copies thereof by overnight courier to the personal jurisdiction address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the aforesaid courts and agrees that it will not bring any action relating right to this Voting Agreement or any of the transactions contemplated by this Voting Agreement serve process in any court other than the aforesaid courtsmanner permitted by applicable Legal Requirements. Each of the The parties hereto and the Stockholders hereby irrevocably waives, and agrees not waive any right to assert, by way of motion, as a defense, counterclaim stay or otherwise, in dismiss any Action under or in connection with respect to this Voting Agreement, Agreement brought before the foregoing courts on the basis of (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) that venue for the venue of such Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Adamis and Sandoz agree to irrevocably submit to the exclusive jurisdiction of (a) the parties hereto irrevocably agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunderstate courts of New York County, New York, U.S.A., or (b) the United States District Court for recognition and enforcement the Southern District of New York, U.S.A., for the purposes of any judgment in respect suit, action or other proceeding arising out of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors any transaction contemplated hereby. Each Party agrees to commence any such action, suit or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, proceeding either in the United States District Court for the Southern District of DelawareNew York, U.S.A. or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the state courts of New York County, New York, U.S.A. Each Party further agrees that service of any process, summons, notice or document by US. registered mail or recognized international courier service to such Party’s respective address set forth herein shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Agreement. Each of the parties hereto hereby Party irrevocably submits with regard to and unconditionally waives any such Action for itself and in respect of its property, generally and unconditionally, objection to the personal jurisdiction laying of the aforesaid courts and agrees that it will not bring venue of any action relating to action, suit or proceeding arising out of this Voting Agreement or any of the transactions contemplated by this Voting Agreement hereby in any court other than (i) the aforesaid courts. Each state courts of New York County, New York, U.S.A., or (ii) the parties hereto United States District Court for the Southern District of New York, U.S.A., and hereby further irrevocably waives, and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action, suit or from proceeding brought in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is has been brought in an inconvenient forumforum (e.g., (ii) under the venue doctrine of forum non conveniens or pursuant to 28 U.S.C. § 1404(a)). Each Party hereto agrees that any such Action is improper or (iii) this Agreement, or proceeding shall be conducted solely in the subject matter of this Agreement, may not be enforced in or by such courtsEnglish language.

Exclusive Jurisdiction. Each of the parties hereto party hereby irrevocably and unconditionally: (1) (a) agrees that any Action suit, action or proceeding against SES Americom by Customer with respect to this Voting Agreement and shall be instituted only in the rights and obligations arising hereundertrial court of Princeton, New Jersey, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States U.S. District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself New Jersey (and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid appellate courts and agrees that it will not bring any action relating to this Voting Agreement or from any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motionforegoing), as a defenseCustomer may elect in its sole discretion, counterclaim (b) agrees that any suit, action or otherwise, in any Action proceeding against Customer by SES Americom with respect to this Voting AgreementAgreement shall be instituted only in the trial court of Denver, Colorado, or the U.S. District Court for the District of Colorado (and appellate courts from any of the foregoing), as SES Americom may elect in its sole discretion, (ac) any claim that it is not personally subject consents and submits, for itself and its property, to the jurisdiction of the above-named such courts for the purpose of any reasonsuch suit, action or proceeding instituted against it by the other, and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (2) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Subsection (1) above may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address for notices pursuant to Section 1.E, such service to become effective 30 days after such mailing, provided that nothing contained in this Subsection (2) shall Execution Copy *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. affect the right of either party to serve process in any other manner permitted by law; and (3) (a) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court specified in clause (a) or clause (b) of Subsection (1) above (as applicable), (b) waives any claim that it any such suit, action or its property is exempt or immune from jurisdiction of proceeding brought in any such court or from any legal process commenced has been brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) an inconvenient forum and (c) agrees not to plead or claim either of the fullest extent permitted by applicable Law, any claim that foregoing. (i4) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter The provisions of this Agreement, may not be enforced in Subsection F shall survive expiration or by such courtstermination of this Agreement indefinitely.

Exclusive Jurisdiction. Each (a) Except as set forth below, the parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this Agreement, the termination or validity of this Agreement, any alleged breach of this Agreement, the engagement contemplated by this Agreement or the determination of the parties hereto irrevocably agrees that any Action with respect scope of applicability of this agreement to this Voting Agreement and Section 11 (any of the rights and obligations arising hereunderforegoing, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, a “Claim”) shall be brought and determined exclusively commenced in the Commercial Division of the Supreme Court of Chancery in the State of Delaware, New York located in the City and County of New York or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Delaware. Each New York, which courts shall have exclusive jurisdiction over the adjudication of such matters and shall decide the merits of each claim on the basis of the parties hereto hereby irrevocably submits with internal laws of the State of New York without regard to principles of conflicts of law. The Selling Stockholder and Jefferies agree and consent to personal jurisdiction, service of process and venue of such courts, waive all right to trial by jury for any claim and agree not to assert the defense of forum non-conveniens. The Selling Stockholder and Jefferies also agree that service of process may be effected through next-day delivery using a nationally-recognized overnight courier or personally delivered to the addresses set forth or referred to in Section 14 hereof. The Selling Stockholder shall pay all of Jefferies’ costs and expenses (including, without limitation, fees and expenses of counsel) in an enforcement proceeding if the court in such Action for itself proceeding determines that Jefferies is entitled to recover amounts due hereunder. The Selling Stockholder and Jefferies further agree that a final, non-appealable judgment in respect of its propertyany claim brought in any such court shall be binding and may be enforced in any other court having jurisdiction over the party against whom the judgment is sought to be enforced. The Selling Stockholder also hereby consents to personal jurisdiction, generally service and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement venue in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, in which any action (as defined in Schedule A) is brought by way of motion, as a defense, counterclaim any third party against Jefferies or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, Indemnified Person. (b) The Selling Stockholder irrevocably appoints Sigma-Tau Pharmaceuticals, Inc., 0000 Xxxxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx 00000, Attn. Xxxxx Xxxxxxx, Assistant Secretary, to be its agent for the receipt of Service Documents. If the agent at any claim that it or its property is exempt or immune from jurisdiction time ceases for any reason to act as such, the Selling Stockholder shall appoint a replacement agent having an address for service in New York and shall notify Jefferies of the name and address of the replacement agent. Failing such appointment and notification, Jefferies shall be entitled by notice to the Selling Stockholder to appoint a replacement agent to act on behalf of the Selling Stockholder. The provisions of this clause applying to service on an agent apply equally to service on a replacement agent. A copy of any such court Service Document served on an agent shall be sent by post to the Selling Stockholder. Failure or from any legal process commenced delay in such courts (whether through so doing shall not prejudice the effectiveness of service of the Service Document. “Service Document” means a claim form, application notice, attachment prior to judgmentorder, attachment in aid of execution of judgment, execution of judgment or otherwiseany other document relating to any Claim. The persons identified in Section 15(a) and (c) below shall also be provided with a copy of any Service Document sent to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) Selling Stockholder under this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtsSection 12.

Exclusive Jurisdiction. Each of the parties hereto irrevocably Parties hereby agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunderclaim, dispute or for recognition and enforcement controversy (of any judgment and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law, including the laws of the Kingdom of Spain), arising out of, relating to or in respect connection with this Agreement or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto (any such claim, dispute or its successors or assignscontroversy being a “Covered Claim”), shall be brought submitted, heard and determined exclusively in the Court of Chancery in of the State of DelawareDelaware and the appropriate appellate courts therefrom (the “Chancery Court”), or if (but only if) and in no other; provided, however, that court does not have in the event the Chancery Court lacks subject matter jurisdiction over a Covered Claim, such action claim shall be submitted, heard and determined exclusively in another state or proceeding, federal court sitting in the United States District Court for state of Delaware and the District of Delawareappropriate appellate courts therefrom (an “Other Delaware Court”). Each of the parties hereto hereby irrevocably submits with regard to Parties expressly agrees and acknowledges that the Delaware Chancery Court (or, if the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) is an appropriate and convenient forum for resolution of any such Action for itself and in respect of its propertyall Covered Claims, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suffer any action relating undue hardship or inconvenience if required to this Voting Agreement or litigate in such court, and that such court is fully competent and legally capable of adjudicating any of the transactions contemplated Covered Claim, expressly including Covered Claims governed by this Voting Agreement in any court other than the aforesaid courtsSpanish law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim Party further represents that it is not personally subject has agreed to the jurisdiction of the above-named courts for any reasonChancery Court (or, (bif the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) any claim that it or in respect of Covered Claims after being fully and adequately advised by legal counsel of its property is exempt or immune from jurisdiction of any such court or from any legal process commenced own choice concerning the procedures and laws applied in such courts (whether through service of noticeand has not relied on any representation by any other party or its affiliates, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment representatives or otherwise) and (c) advisors as to the fullest extent permitted by applicable Lawcontent, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue scope or effect of such Action is improper or (iii) this Agreementprocedures and law, or the subject matter and will not contend otherwise in any proceeding in any court of this Agreement, may not be enforced in or by such courtsany jurisdiction.

Exclusive Jurisdiction. Each Subject to Section 9.4, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of New York in connection with any matter based upon or arising out of this Agreement, the Purchase, the other Transactions or any other matters contemplated herein. Subject to Section 9.4, each party agrees that not to commence any Action legal proceedings related hereto except in such court. By execution and delivery of this Agreement, subject to Section 9.4, each party hereto and Indemnifying Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to this Voting Agreement any other dispute, matter or claim whatsoever. The parties hereto and the rights and obligations arising hereunder, or for recognition and enforcement Indemnifying Party irrevocably consent to the service of process out of any judgment of the aforementioned courts in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over any such action or proceedingproceeding by the delivery of copies thereof by overnight courier (or, if overnight courier is not permitted under the Legal Requirements applicable to such Indemnifying Party, in such other manner as permitted under applicable Legal Requirements) to the United States District Court address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the District of Delawareright to serve process in any other manner permitted by the applicable Legal Requirements. Each of the The parties hereto and the Indemnifying Party hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated by this Agreement shall be brought against any of the parties hereto irrevocably agrees that in any Action with respect to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery federal court located in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceedingany Delaware state court, in the United States District Court for the District of Delaware. Each and each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, consents to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether through within or outside the State of Delaware. Without limiting the generality of the foregoing, each party hereto agrees that service of noticeprocess upon such party at the address referred to in Section 9.10 together with written notice of such service to such party, attachment prior to judgmentshall be deemed effective service of process upon such party. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, attachment in aid of execution of judgmentAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable LawEXPRESSLY OR OTHERWISE, any claim that (i) the Action in such court is brought in an inconvenient forumTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (iiII) the venue of such Action is improper or IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iiiIII) this AgreementIT MAKES SUCH WAIVER VOLUNTARILY, or the subject matter of this AgreementAND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, may not be enforced in or by such courtsAMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

Exclusive Jurisdiction. Each of the parties hereto irrevocably hereby agrees that any Action claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with respect this Agreement, the documents referred to in this Voting Agreement and the rights and obligations arising hereunderAgreement, or for recognition any of the transactions contemplated thereby, and enforcement of any judgment in respect including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns(any such claim being a “Covered Claim”), shall be brought heard and determined exclusively in the Court of Chancery in of the State of DelawareDelaware and the appropriate appellate courts therefrom (the “Chancery Court”), or if (but only if) and in no other court; provided, however, that court does not have in the event the Chancery Court lacks subject matter jurisdiction over a Covered Claim, such action claim shall be heard and determined exclusively in another state or proceeding, federal court sitting in the United States District Court for state of Delaware and the District of Delawareappropriate appellate courts therefrom (an “Other Delaware Court”). Each of the parties hereto hereby irrevocably submits with regard to expressly agrees and acknowledges that the Delaware Chancery Court (or, if the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) is an appropriate and convenient forum for resolution of any such Action for itself and in respect of its propertyall Covered Claims, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suffer any action relating undue hardship or inconvenience if required to this Voting Agreement or litigate in such court, and that such court is fully competent and legally capable of adjudicating any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courtsCovered Claim. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim party further represents that it is not personally subject has agreed to the jurisdiction of the above-named courts for any reasonChancery Court (or an Other Delaware Court), (b) any claim that it or in respect of Covered Claims after being fully and adequately advised by legal counsel of its property is exempt or immune from jurisdiction of any such court or from any legal process commenced own choice concerning the procedures and laws applied in such courts (whether through service of noticeand has not relied on any representation by any other party or its affiliates, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment representatives or otherwise) and (c) advisors as to the fullest extent permitted by applicable Lawcontent, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue scope or effect of such Action is improper or (iii) this Agreementprocedures and law, or the subject matter and will not contend otherwise in any proceeding in any court of this Agreement, may not be enforced in or by such courtsany jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto irrevocably agrees that consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any Action with respect to matter based upon or arising out of this Voting Agreement and the rights and obligations arising hereunderTransactions (or, or for recognition and enforcement only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), or each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if (but only if) that court does not have subject matter the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof in accordance with the United States District Court for notice provisions set forth in this Annex B. Nothing herein shall affect the District of Delawareright to serve process in any other manner permitted by applicable Legal Requirement. Each of the The parties hereto and the Stockholders hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and venue of the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in connection with any matter based upon or arising out of this Agreement or any other matters contemplated herein (or, only if the State Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the state of Delaware). Each party agrees not to commence any legal proceedings related hereto except in the Delaware Court of Chancery (or, or only if (but only if) that court does not have subject matter the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in any federal court within the state of Delaware). By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each With respect to any matter based upon or arising out of this Agreement or the transactions contemplated hereby that seeks temporary or injunctive relief or specific performance, each of the parties hereto (a) irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and venue of the rights and obligations arising hereunder, or for recognition and enforcement state courts of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, Delaware located in the United States District Court for the District of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonNew Castle County, (b) agrees that process may be served upon them in any claim manner authorized by the laws of the State of Delaware for such persons, (c) waives the defense of an inconvenient forum and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process, and (d) agrees that it a final judgment in such legal proceeding shall be final, binding and enforceable in any court of competent jurisdiction. Each party agrees not to commence any legal proceedings subject to this Section 18.5.2 except in such courts. Binding Arbitration. Each party irrevocably agrees and acknowledges that, subject only to Section 18.5.2 above, any claim, dispute, controversy or its property is exempt other matter based upon, arising out of or immune from jurisdiction relating to this Agreement or the transactions contemplated hereby, including (i) as to the existence, validity, enforceability or interpretation of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forumclaim, (ii) the venue performance, breach, waiver or termination of such Action is improper or any provision in dispute, (iii) this Agreementany such claim in tort, or the subject matter (iv) any such claim raising questions of law, in each case, whether arising before or after termination of this AgreementAgreement (each a “Disputed Claim”), may shall be resolved, as between the parties, exclusively and solely by binding arbitration in accordance with Section 18.5.4. Any Disputed Claim shall be resolved exclusively and solely by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) and in accordance with the following: (a) there shall be three (3) arbitrators, one of whom shall be a member of the American College of Trial Lawyers (who shall chair the arbitration panel) and one of whom shall be a certified public accountant; (b) the arbitration shall take place in Wilmington, Delaware, and in no other place; (c) the arbitration shall be conducted in accordance with the procedural laws of the U.S. Federal Arbitration Act, to the extent not inconsistent with the Rules or this Section 18.5.4; (d) subject to legal privileges, each party shall be enforced entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure; (e) at the arbitration hearing, each party shall be permitted to make written and oral presentations to the arbitration panel, to present testimony and written evidence and to examine witnesses; (f) the arbitration panel shall have the power to grant temporary or by permanent injunctive relief and to order specific performance; (g) the arbitration panel shall have the power to order either party to pay, or to allocate between the parties, the fees and expenses of the arbitrators and of the American Arbitration Association and to order either party to pay all or a portion of the other party’s attorneys’ fees and expenses incurred in connection with a Disputed Claim and the arbitration; and (h) the arbitration panel shall issue a written decision explaining the bases for the final ruling, and such courtsdecision shall be final and binding on the parties hereto, and not subject to appeal, and enforceable in any court of competent jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(d) and 7.4(e), each of the parties hereto irrevocably agrees that consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any Action with respect to matter based upon or arising out of this Voting Agreement and the rights and obligations arising hereunderTransactions or any other matters contemplated herein (or, or for recognition and enforcement only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in federal court within the State of Delaware). Subject to Sections 7.4(a) and 7.4(d), or each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if (but only if) that court does not have subject matter the state courts of the State of Delaware decline to accept jurisdiction over such action or proceedinga particular matter, in any federal court within the United States District Court State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(d) and 7.4(e), each party hereto and the Holders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the District purposes of Delawaredisputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. Each The parties hereto and the Holders irrevocably consent to the service of process out of any of the parties hereto hereby irrevocably submits with regard to aforementioned courts in any such Action for itself and in respect by the delivery of its property, generally and unconditionally, copies thereof by overnight courier to the personal jurisdiction address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the aforesaid courts and agrees that it will not bring any action relating right to this Voting Agreement or any of the transactions contemplated by this Voting Agreement serve process in any court other than the aforesaid courtsmanner permitted by applicable Legal Requirement. Each of the The parties hereto and the Holders hereby irrevocably waives, and agrees not waive any right to assert, by way of motion, as a defense, counterclaim stay or otherwise, in dismiss any Action under or in connection with respect to this Voting Agreement, Agreement brought before the foregoing courts on the basis of (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) that venue for the venue of such Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect consents to this Voting Agreement the exclusive jurisdiction and the rights and obligations arising hereunder, or for recognition and enforcement venue of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the other transactions contemplated by this Agreement or any other matters contemplated herein (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings related hereto except in such Court of Chancery (or, or only if (but only if) that court does not have subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding, proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in the United States District Court for the District of Delawareany other manner permitted by applicable law. Each of the The parties hereto hereby irrevocably submits with regard waive any right to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring stay or dismiss any action relating to or proceeding under or in connection with this Voting Agreement or any brought before the foregoing courts on the basis of the transactions contemplated by this Voting Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) any claim that it such action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action in such court proceeding is brought in an inconvenient forum, (ii) that venue for the venue of such Action action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto irrevocably Parties hereby agrees that any Action with respect to this Voting Agreement and the rights and obligations arising hereunderclaim, dispute or for recognition and enforcement controversy (of any judgment and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law, including the laws of the Kingdom of Spain), arising out of, relating to or in respect connection with this Agreement or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto (any such claim, dispute or its successors or assignscontroversy being a “Covered Claim”), shall be brought submitted, heard and determined exclusively in the Court of Chancery in of the State of DelawareDelaware and the appropriate appellate courts therefrom (the “Chancery Court”), or if (but only if) and in no other; provided, however, that court does not have in the event the Chancery Court lacks subject matter jurisdiction over a Covered Claim, such action claim shall be submitted, heard and determined exclusively in another state or proceeding, federal court sitting in the United States District Court for state of Delaware and the District of Delawareappropriate appellate courts therefrom (an “Other Delaware Court”). Each of the parties hereto hereby irrevocably submits with regard to Parties expressly agrees and acknowledges that the Delaware Chancery Court (or, if the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) is an appropriate and convenient forum for resolution of any such Action for itself and in respect of its propertyall Covered Claims, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suffer any action relating undue hardship or inconvenience if required to this Voting Agreement or litigate in such court, and that such court is fully competent and legally capable of adjudicating any of the transactions contemplated Covered Claim, expressly including Covered Claims governed by this Voting Agreement in any court other than the aforesaid courtsSpanish law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Voting Agreement, (a) any claim Party further represents that it is not personally subject has agreed to the jurisdiction of the above-named courts for any reasonChancery Court (or, (bif the Delaware Chancery Court lacks subject matter jurisdiction, an Other Delaware Court) any claim that it or in respect of Covered Claims after being fully and adequately advised by legal counsel of its property is exempt or immune from jurisdiction of any such court or from any legal process commenced own choice concerning the procedures and laws applied in such courts (whether through service of noticeand has not relied on any representation by any other party or its affiliates, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment representatives or otherwise) and (c) advisors as to the fullest extent permitted by applicable Lawcontent, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue scope or effect of such Action is improper or procedures and law, and will not contend (iiiB) this AgreementJurisdicción exclusiva: Cada una de las Partes acuerda que cualquier reclamación, or the subject matter disputa o controversia (de cualquier tipo, sea basada en contrato, de tipo extracontractual, basada en normativa o de otro tipo, y con independencia de que sea fundada en derecho federal, estatal, extranjero o de cualquier otro tipo, incluyendo el derecho del Reino de España) que surja de este Contrato o cualquiera de operaciones en él contempladas o que tenga relación o conexión con este Contrato o cualquiera de las operaciones en él contempladas, e incluyendo las disputas relativas a la existencia, validez, incumplimiento o terminación de este Contrato (cada reclamación, disputa o controversia, una “Reclamación Cubierta”), deberá ser sometida, oída y resuelta exclusivamente en la “Court of this AgreementChancery” del Estado de Delaware y en los tribunales de apelación que allí correspondan (la “Chancery Court”), may not be enforced in or by such courts.y no en cualquier otro fuero o jurisdicción; si bien, en el caso de que la Chancery Court no tuviese jurisdicción por razón de la materia en relación con una Reclamación Cubierta, esa reclamación deberá ser sometida, oída y resuelta exclusivamente en otro tribunal o corte, estatal o federal, ubicada en el Estado de Delaware y en los tribunales de apelación correspondientes a ese tribunal o corte que procedan (un “Tribunal de Delaware Diferente” o los “Otros Tribunales de Delaware”). Cada una de las Partes expresamente reconoce y acuerda que la Chancery Court de Delaware (o, si la Chancery Court de Delaware no tuviese jurisdicción por razón de la materia, un Tribunal de Delaware Diferente) es un fuero apropiado y conveniente para la resolución de cada una y todas las Reclamaciones Cubiertas, que no sufrirá indebidas dificultades o incomodidades por tener que litigar en ese fuero y que ese fuero es totalmente competente y jurídicamente capaz de decidir cualquier Reclamación Cubierta, incluyendo las Reclamaciones Cubiertas sujetas a Derecho español. Cada Parte declara además que ha consentido a la jurisdicción de la Chancery Court (o, si la Chancery Court de Delaware no tuviese jurisdicción por razón de la materia, un Tribunal de Delaware Diferente)