Common use of Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury Clause in Contracts

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be in all respects governed by and construed and interpreted in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.5, each of the Parties agrees that: (i) it shall bring any Claim in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Court; and (ii) solely in connection with such Claims, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Court, (B) irrevocably waives any objection to the laying of venue in any such Claim in the Chosen Court, (C) irrevocably waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim in the manner provided in Section 8.1 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b) or that any Order issued by the Chosen Court may not be enforced in or by the Chosen Court. (c) Each Party acknowledges and agrees that any controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement Warrant Certificate shall be in all respects governed by and construed and interpreted in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.5, each of The Company and the Parties agrees Holder agree that: (i) it shall bring any Claim in connection with, arising out of or otherwise relating to this AgreementWarrant Certificate, any instrument or other document delivered pursuant to this Agreement Warrant Certificate or the transactions contemplated by this Agreement Warrant Certificate exclusively in the Chosen Court; and (ii) solely in connection with such Claims, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Court, (B) irrevocably waives any objection to the laying of venue in any such Claim in the Chosen Court, (C) irrevocably waives any objection that the Chosen Court is an inconvenient forum or does do not have jurisdiction over any Partythe Company or the Holder, (D) agrees agree that mailing of process or other papers in connection with any such Claim in the manner provided in Section 8.1 10 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim Claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b19(b) or that any Order issued by the Chosen Court may not be enforced in or by the Chosen Court. (c) Each Party acknowledges The Company and agrees the Holder acknowledge and agree that any controversy which may be connected with, arise out of or otherwise relate to this AgreementWarrant Certificate, any instrument or other document delivered pursuant to this Agreement Warrant Certificate or the transactions contemplated by this Agreement Warrant Certificate is expected to involve complicated and difficult issues, and therefore each Party the Company and the Holder irrevocably and unconditionally waives waive to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this AgreementWarrant Certificate, any instrument or other document delivered pursuant to this Agreement Warrant Certificate or the transactions contemplated by this AgreementWarrant Certificate. Each Party The Company and the Holder hereby acknowledges acknowledge and certifies certify that (i) no Representative of the other Parties has represented, expressly or otherwise, that such the other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement Warrant Certificate and the transactions contemplated by this Agreement Warrant Certificate by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.819.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed and interpreted in accordance with the Laws of the Province State of Ontario and the federal Laws of Canada applicable therein, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) ), except to the extent that such provisions, rules or principles would direct a matter the provisions of the IBCL are mandatorily applicable to another jurisdictionthe Merger. (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement (other than the Confidentiality Agreement or the Clean Team Agreement) or the transactions contemplated by this Agreement exclusively in the Chosen CourtCourts; and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b10.6(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party acknowledges and agrees that any controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any ClaimProceeding, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily voluntarily, and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.810.6(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed and interpreted in accordance with the Laws of the Province State of Ontario and the federal Laws of Canada applicable therein, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction). (b) Subject to Section 7.5, each Each of the Parties parties hereto agrees that: (i) it shall bring any Claim all Litigation in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement (other than the Confidentiality Agreement) or the transactions contemplated by this Agreement Transactions shall be heard and determined exclusively in the Chosen CourtCourt of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Litigation, any state or federal court within the State of Delaware); and (ii) solely in connection with such ClaimsLitigation, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courtsuch courts, (B) irrevocably waives any objection to the laying of venue in any such Claim Litigation in the Chosen Courtsuch courts, (C) irrevocably waives any objection that the Chosen Court is such courts are an inconvenient forum or does do not have jurisdiction over any Partyparty, (D) agrees that mailing of process or other papers in connection with any such Claim Litigation in the manner provided in Section 8.1 9.3 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b9.7(b) or that any Order issued by the Chosen Court such courts may not be enforced in or by the Chosen Courtsuch courts. (c) Each Party acknowledges and Notwithstanding anything in this Agreement to the contrary, but subject to the next sentence, each of the parties hereto agrees that (i) it will not bring or support any controversy which may be connected withaction, arise cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Source Parties, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or otherwise relate relating in any way to this Agreementthe Financing Commitments, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof, in any instrument forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof) and (ii) any such action, cause of action, claim, cross-claim or other document delivered pursuant third-party claim shall be governed by the Laws of the State of New York. The Company further ​ agrees that it shall not, and shall cause its Affiliates and its and their direct and indirect stockholders not to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source Party, in any way relating to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issueshereby, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law including any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, dispute arising out of or otherwise relating in any way to this Agreementthe Financing Commitments, any instrument or other document delivered pursuant to this Agreement the Debt Financing or the transactions contemplated by this Agreementdefinitive agreements executed in connection therewith or the performance thereof. (d) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE CONNECTED WITH, ARISE OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, THE DEBT FINANCING COMMITMENTS, THE DEBT FINANCING, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS IS EXPECTED TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION (INCLUDING ANY LITIGATION INVOLVING ANY OF THE FINANCING SOURCE PARTIES), DIRECTLY OR INDIRECTLY, CONNECTED WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, THE DEBT FINANCING COMMITMENTS, THE DEBT FINANCING OR THE TRANSACTIONS CONTEMPLATED THEREBY, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS. Each Party hereby acknowledges and certifies that EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (iI) no Representative of the other Parties has representedNO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, expressly or otherwiseEXPRESSLY OR OTHERWISE, that such other Parties would notTHAT SUCH OTHER PARTIES WOULD NOT, in the event of any ClaimIN THE EVENT OF ANY LITIGATION, seek to enforce the foregoing waiverSEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) it understands and has considered the implications of this waiverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) it makes this waiver voluntarily and IT MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement byIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS BY, among other thingsAMONG OTHER THINGS, the mutual waiversTHE MUTUAL WAIVERS, acknowledgments and certifications set forth in this Section 8.8ACKNOWLEDGMENTS AND CERTIFICATIONS SET FORTH IN THIS SECTION 9.7(d).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province State of Ontario and the federal Laws Delaware, including, subject to Section 11.1, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws Law provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionjurisdiction (except that provisions of this Agreement relating to the approval and effects of the Transactions, the conversion of Shares and any other matters relating to the internal corporate governance of the Company, in each case to which mandatory provisions of the Laws of Bermuda otherwise apply, shall be governed by, and construed in accordance with such provisions of, the Laws of Bermuda). (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Chosen CourtCourts (except to the extent any such proceeding mandatorily must be brought in Bermuda); and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, Party and (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 11.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b11.6(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party of the Parties acknowledges and irrevocably agrees (i) that any controversy which may be connected withProceeding (whether at Law, arise in equity, in contract, in tort or otherwise) arising out of of, or otherwise relate to this Agreementin any way relating to, any instrument or other document delivered pursuant to this Agreement the Financing or the transactions contemplated performance of services thereunder or related thereto against or by this Agreement is expected any Financing Source in its capacity as such shall be subject to involve complicated and difficult issuesthe exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and therefore any appellate court therefrom, and each Party irrevocably hereto submits for itself and unconditionally waives its property with respect to any such Proceeding to the exclusive jurisdiction of such courts, (ii) not to bring or permit any of its Affiliates to bring or support anyone else in bringing any such Proceeding in any other court, (iii) to waive and hereby waive, to the fullest extent permitted by applicable Law Law, any right it objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court, (iv) that a trial final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by jury with respect to suit on the judgment or in any Claimother manner provided by Law and (v) that any such Proceeding shall be governed by, directly or indirectly, connected and construed in accordance with, arising out the Laws of or otherwise relating the State of New York (it being expressly agreed that the Financing Sources in their capacities as such shall be third-party beneficiaries of this Section 11.6(c) and shall be entitled to enforce the provisions contained in this Section 11.6(c) as if they were a party to this Agreement). (d) EACH PARTY HERETO HEREBY WAIVES, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE FINANCING, OR THE PERFORMANCE OF SERVICES THEREUNDER OR RELATED THERETO (iINCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM), INCLUDING IN ANY ACTION AGAINST OR BY ANY FINANCING SOURCE IN ITS CAPACITY AS SUCH, INCLUDING ANY ACTION DESCRIBED IN SECTION 11.6(c)(i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, IN ANY SUCH COURT DESCRIBED IN SECTION 11.6(c)(i) (iiIT BEING EXPRESSLY AGREED THAT THE FINANCING SOURCES IN THEIR CAPACITIES AS SUCH SHALL BE THIRD-PARTY BENEFICIARIES OF THIS SECTION 11.6(d) it understands and has considered the implications of this waiver, (iiiAND SHALL BE ENTITLED TO ENFORCE THE PROVISIONS CONTAINED IN THIS SECTION 11.6(d) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8AS IF THEY WERE A PARTY TO THIS AGREEMENT).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be in all respects governed by and construed and interpreted in accordance with the Laws of the Province State of Ontario and the federal Laws of Canada applicable thereinDelaware, without regard giving effect to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionthereof. (b) Subject Each of the Parties and KINS agrees that any Action related to Section 7.5this agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law, exclusive jurisdiction over such matter is vested in the federal courts, any federal court in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties agrees thatand KINS irrevocably: (i) it shall bring any Claim in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Court; and (ii) solely in connection with such Claims, it (A) irrevocably accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 9.17; (Bii) irrevocably waives any objection objections which such Party or KINS, as the case may be, may now or hereafter have to the laying of venue in of any such Claim in the Chosen Court, (CAction contemplated by this Section 9.16(b) and hereby further irrevocably waives and agrees not to plead or claim that any objection that the Chosen Court is such Action has been brought in an inconvenient forum or does not have jurisdiction over any Party, forum; (Diii) agrees that mailing it will not attempt to deny or defeat the personal jurisdiction of process the Chosen Courts by motion or other papers in connection with request for leave from any such Claim court; (iv) agrees that it will not bring any Action contemplated by this Section 9.16(b) in any court other than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 9.6 or in any other manner permitted by Lxx; and (vi) agrees that service as provided in the manner provided preceding clause (v) is sufficient to confer personal jurisdiction over such Party or KINS in Section 8.1 or the Action, and otherwise constitutes effective and binding service in such other manner as may be permitted by applicable Law shall be valid every respect. Each of the Parties and sufficient service thereof and (E) shall not assert as KINS agrees that a defense final judgment in any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b) or that any Order issued by the Action in a Chosen Court as provided above may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lxx, and each Party and KINS further agrees to the non-exclusive jurisdiction of the Chosen CourtCourts for the enforcement or execution of any such judgment. (c) Each Party acknowledges and agrees that any controversy which may be connected withEACH OF INPIXON, arise out of or otherwise relate to this AgreementSPINCO, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesDESIGN REACTOR AND KINS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any ClaimCONTROVERSY OR CLAIM ARISING OUT OF, directly or indirectlyRELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, connected withTERMINATION OR VALIDITY OF SUCH AGREEMENT, arising out of or otherwise relating to this AgreementINSTRUMENTS OR DOCUMENTS OR THE NEGOTIATION, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this AgreementEXECUTION OR PERFORMANCE OF SUCH AGREEMENTS, INSTRUMENTS OR DOCUMENTS. Each Party hereby acknowledges and certifies that (iNONE OF INPIXON, SPINCO, DESIGN REACTOR OR KINS SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR DOCUMENTS. NONE OF INPIXON, SPINCO, DESIGN REACTOR OR KINS WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH OF INPIXON, SPINCO, DESIGN REACTOR AND KINS CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, INSTRUMENT OR DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9.16(c). NONE OF INPIXON, SPINCO, DESIGN REACTOR OR KINS HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OF THE OTHERS THAT THE PROVISIONS OF THIS SECTION 9.16(c) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (ab) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province state of Ontario and the federal Laws Delaware, including, subject to Section 5.1, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this 4861-5946-8346 v.2 Agreement exclusively in the Chosen CourtCourts; and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 5.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b5.5(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party acknowledges and agrees that any controversy Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreementsuch Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.85.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed and interpreted in accordance with the Laws of the Province state of Ontario and the federal Laws of Canada applicable therein, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.5, each Each of the Parties agrees thatthat it: (i) it shall bring any Claim Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement hereby exclusively in the Chosen CourtCourts; and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 6.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b6.8(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party acknowledges and agrees that that, except as expressly stated otherwise in Warrant No. 3, any controversy Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement hereby is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreementsuch Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement hereby by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.86.8(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be in all respects governed by and construed and interpreted in accordance with the Laws of the Province State of Ontario and the federal Laws of Canada applicable thereinDelaware, without regard giving effect to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionthereof. (b) Subject Each of the Parties agrees that any Action related to Section 7.5this agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law, exclusive jurisdiction over such matter is vested in the federal courts, any federal court in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties agrees thatirrevocably: (i) it shall bring any Claim in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Court; and (ii) solely in connection with such Claims, it (A) irrevocably accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 9.17; (Bii) irrevocably waives any objection objections which such Party, as the case may be, may now or hereafter have to the laying of venue in of any such Claim in the Chosen Court, (CAction contemplated by this Section 9.16(b) and hereby further irrevocably waives and agrees not to plead or claim that any objection that the Chosen Court is such Action has been brought in an inconvenient forum or does not have jurisdiction over any Party, forum; (Diii) agrees that mailing it will not attempt to deny or defeat the personal jurisdiction of process the Chosen Courts by motion or other papers in connection with request for leave from any such Claim court; (iv) agrees that it will not bring any Action contemplated by this Section 9.16(b) in any court other than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 9.6 or in any other manner permitted by Law; and (vi) agrees that service as provided in the manner provided preceding clause (v) is sufficient to confer personal jurisdiction over such Party in Section 8.1 or the Action, and otherwise constitutes effective and binding service in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) shall not assert as every respect. Each of the Parties agrees that a defense final judgment in any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b) or that any Order issued by the Action in a Chosen Court as provided above may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx, and each Party further agrees to the non-exclusive jurisdiction of the Chosen CourtCourts for the enforcement or execution of any such judgment. (c) Each Party acknowledges and agrees that any controversy which may be connected withEACH OF THE COMPANY AND SPINCO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, arise out of or otherwise relate to this AgreementCONTROVERSY OR CLAIM ARISING OUT OF, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesRELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any ClaimTERMINATION OR VALIDITY OF SUCH AGREEMENT, directly or indirectlyINSTRUMENTS OR DOCUMENTS OR THE NEGOTIATION, connected withEXECUTION OR PERFORMANCE OF SUCH AGREEMENTS, arising out of or otherwise relating to this AgreementINSTRUMENTS OR DOCUMENTS. NEITHER THE COMPANY NOR SPINCO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this AgreementPROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR DOCUMENTS. Each Party hereby acknowledges and certifies that (iNEITHER THE COMPANY NOR SPINCO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH OF THE COMPANY AND SPINCO CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, INSTRUMENT OR DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9.16(c). NONE OF THE COMPANY OR SPINCO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OF THE OTHERS THAT THE PROVISIONS OF THIS SECTION 9.16(c) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed and interpreted in accordance with the Laws of the Province State of Ontario and the federal Laws of Canada applicable therein, Delaware without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) ), except to the extent that such provisions, rules or principles would direct a matter the provisions of the IBCL are mandatorily applicable to another jurisdictionthe Merger. (b) Subject to Section 7.5, each Each of the Parties parties hereto agrees that: (i) it shall bring any Claim all Litigation in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement (other than the Confidentiality Agreement) or the transactions contemplated by this Agreement Transactions shall be heard and determined exclusively in the Chosen CourtCourts; and (ii) solely in connection with such ClaimsLitigation, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Litigation in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Partyparty, (D) agrees that mailing of process or other papers in connection with any such Claim Litigation in the manner provided in Section 8.1 9.3 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b9.7(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party acknowledges and agrees that any controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed and interpreted in accordance with the Laws laws of the Province state of Ontario and the federal Laws of Canada applicable therein, New York without regard to the conflicts conflict of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisionslaws, rules or principles would direct a matter to another jurisdiction, except as otherwise required under the laws of the state of New York. (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen CourtBankruptcy Courts; and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtBankruptcy Courts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtBankruptcy Courts, (C) irrevocably waives any objection that the Chosen Court is Bankruptcy Courts are an inconvenient forum or does do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 9.9 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b9.10(b) or that any Order issued by the Chosen Court Bankruptcy Courts may not be enforced in or by the Chosen Court.Bankruptcy Courts; provided, however, that (x) if the Bankruptcy Cases have not been commenced or (y) upon the closing of the Bankruptcy Cases, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York sitting in New York County or the Commercial Division of the Courts of the State of New York sitting in the County of New York and any appellate court from any thereof, for the resolution of any such Proceeding. The Parties intend that all foreign jurisdictions will 49 (c) Each Party acknowledges and agrees that any controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be in all respects governed by and construed and interpreted in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.57.4, each of the Parties agrees that: (i) it shall bring any Claim in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Court; and (ii) solely in connection with such Claims, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Court, (B) irrevocably waives any objection to the laying of venue in any such Claim in the Chosen Court, (C) irrevocably waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim in the manner provided in Section 8.1 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b) or that any Order issued by the Chosen Court may not be enforced in or by the Chosen Court. (c) Each Party acknowledges and agrees that any controversy which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province state of Ontario and the federal Laws Delaware, including, subject to Section ‎10.1, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen CourtCourts; and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 ‎10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b‎10.6(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party acknowledges and agrees that any controversy Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreementsuch Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8‎10.6(c). (d) Notwithstanding anything in this Agreement to the contrary, each of the Parties acknowledges and irrevocably agrees (i) that subject to Section ‎10.14, any Proceeding involving any Debt Financing Source Party arising out of, or relating to, the transactions contemplated hereby, the Debt Financing, the Debt Commitment Letter (or definitive agreements) related to the Debt Financing, or the performance of services thereunder, will be subject to the exclusive jurisdiction of any state or federal court sitting in the State of New York in the borough of Manhattan and any appellate court thereof, and each Party submits for itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court; (ii) subject to Section ‎10.14, not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Proceeding in any other court; (iii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in the Debt Commitment Letter (or definitive agreements) related to the Debt Financing will be effective service of process against them for any such Proceeding brought in any such court; (iv) to waive and waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court; and (v) any such Proceeding will be governed and construed and enforced in accordance with the Laws of the State of New York. Additionally, each of the Parties hereto knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against the Debt Financing Source Parties in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (ai) This Agreement and all Proceedings against any other parties hereto in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province state of Ontario and the federal Laws Delaware, including, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (bii) Subject to Section 7.5, each Each of the Parties parties hereto agrees that: (iA) it shall bring any Claim Proceeding against any other party hereto in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen CourtCourts; and (iiB) solely in connection with such ClaimsProceedings, it (A1) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B2) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C3) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Partyparty hereto, (D4) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 ‎9(e) or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E5) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b9(a) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (ciii) Each Party party hereto acknowledges and agrees that any controversy Proceeding against any other party hereto which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party party hereto irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreementsuch Proceeding. Each Party party hereto hereby acknowledges and certifies that (i) no Representative of the other Parties parties hereto has represented, expressly or otherwise, that such other Parties parties hereto would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.89(a).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and all Proceedings against any Party in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province State of Ontario and the federal Laws Delaware, including, subject to Section 10.1, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws Law provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction, except to the extent that the provisions of the Laws of Bermuda are mandatorily applicable. (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement Transactions exclusively in the Chosen CourtCourts (except to the extent any such Proceeding mandatorily must be brought in Bermuda); and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, Party and (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b10.6(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party of the Parties acknowledges and irrevocably agrees (i) that any controversy which may be connected withProceeding (whether at Law, arise in equity, in contract, in tort or otherwise) arising out of of, or otherwise relate to this Agreementin any way relating to, any instrument or other document delivered pursuant to this Agreement the Financing or the transactions contemplated performance of services thereunder or related thereto against or by this Agreement is expected any Financing Source in its capacity as such shall be subject to involve complicated and difficult issuesthe exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and therefore any appellate court therefrom, and each Party irrevocably hereto submits for itself and unconditionally waives its property with respect to any such Proceeding to the exclusive jurisdiction of such courts, (ii) not to bring or permit any of its Affiliates to bring or support anyone else in bringing any such Proceeding in any other court, (iii) to waive and hereby waive, to the fullest extent permitted by applicable Law Law, any right it objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court, (iv) that a trial final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by jury with respect to suit on the judgment or in any Claimother manner provided by Law and (v) that any such Proceeding shall be governed by, directly or indirectly, connected and construed in accordance with, arising out the Laws of or otherwise relating the State of New York (it being expressly agreed that the Financing Sources in their capacities as such shall be third-party beneficiaries of this Section 10.6(c) and shall be entitled to enforce the provisions contained in this Section 10.6(c) as if they were a party to this Agreement). (d) EACH PARTY HERETO HEREBY WAIVES, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement. Each Party hereby acknowledges and certifies that TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE FINANCING, OR THE PERFORMANCE OF SERVICES THEREUNDER OR RELATED THERETO (iINCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM), INCLUDING IN ANY ACTION AGAINST OR BY ANY FINANCING SOURCE IN ITS CAPACITY AS SUCH, INCLUDING ANY ACTION DESCRIBED IN SECTION 10.6(c)(i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, IN ANY SUCH COURT DESCRIBED IN SECTION 10.6(c)(i) (iiIT BEING EXPRESSLY AGREED THAT THE FINANCING SOURCES IN THEIR CAPACITIES AS SUCH SHALL BE THIRD-PARTY BENEFICIARIES OF THIS SECTION 10.6(d) it understands and has considered the implications of this waiver, (iiiAND SHALL BE ENTITLED TO ENFORCE THE PROVISIONS CONTAINED IN THIS SECTION 10.6(d) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8AS IF THEY WERE A PARTY TO THIS AGREEMENT).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be in all respects governed by and construed and interpreted in accordance with the Laws of the Province State of Ontario and the federal Laws of Canada applicable thereinDelaware, without regard giving effect to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdictionthereof. (b) Subject Each of the Parties and KINS agrees that any Action related to Section 7.5this agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law, exclusive jurisdiction over such matter is vested in the federal courts, any federal court in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties agrees thatand KINS irrevocably: (i) it shall bring any Claim in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen Court; and (ii) solely in connection with such Claims, it (A) irrevocably accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 9.17; (Bii) irrevocably waives any objection objections which such Party or KINS, as the case may be, may now or hereafter have to the laying of venue in of any such Claim in the Chosen Court, (CAction contemplated by this Section 9.16(b) and hereby further irrevocably waives and agrees not to plead or claim that any objection that the Chosen Court is such Action has been brought in an inconvenient forum or does not have jurisdiction over any Party, forum; (Diii) agrees that mailing it will not attempt to deny or defeat the personal jurisdiction of process the Chosen Courts by motion or other papers in connection with request for leave from any such Claim court; (iv) agrees that it will not bring any Action contemplated by this Section 9.16(b) in any court other than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 9.6 or in any other manner permitted by Xxx; and (vi) agrees that service as provided in the manner provided preceding clause (v) is sufficient to confer personal jurisdiction over such Party or KINS in Section 8.1 or the Action, and otherwise constitutes effective and binding service in such other manner as may be permitted by applicable Law shall be valid every respect. Each of the Parties and sufficient service thereof and (E) shall not assert as KINS agrees that a defense final judgment in any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b) or that any Order issued by the Action in a Chosen Court as provided above may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx, and each Party and KINS further agrees to the non-exclusive jurisdiction of the Chosen CourtCourts for the enforcement or execution of any such judgment. (c) Each Party acknowledges and agrees that any controversy which may be connected withEACH OF INPIXON, arise out of or otherwise relate to this AgreementSPINCO, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issuesDESIGN REACTOR AND KINS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any ClaimCONTROVERSY OR CLAIM ARISING OUT OF, directly or indirectlyRELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, connected withTERMINATION OR VALIDITY OF SUCH AGREEMENT, arising out of or otherwise relating to this AgreementINSTRUMENTS OR DOCUMENTS OR THE NEGOTIATION, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this AgreementEXECUTION OR PERFORMANCE OF SUCH AGREEMENTS, INSTRUMENTS OR DOCUMENTS. Each Party hereby acknowledges and certifies that (iNONE OF INPIXON, SPINCO, DESIGN REACTOR OR KINS SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR DOCUMENTS. NONE OF INPIXON, SPINCO, DESIGN REACTOR OR KINS WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH OF INPIXON, SPINCO, DESIGN REACTOR AND KINS CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, INSTRUMENT OR DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9.16(c). NONE OF INPIXON, SPINCO, DESIGN REACTOR OR KINS HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OF THE OTHERS THAT THE PROVISIONS OF THIS SECTION 9.16(c) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Claim, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.8WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (ab) This Agreement and all Proceedings against any other Party in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province state of Ontario and the federal Laws Delaware, including, subject to Section 5.1, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (b) Subject to Section 7.5, each Each of the Parties agrees that: (i) it shall bring any Claim Proceeding against any other Party in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen CourtCourts; and (ii) solely in connection with such ClaimsProceedings, it (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B) irrevocably waives any objection to the laying of venue in any such Claim 4861-5946-8346 v.2 Proceeding in the Chosen CourtCourts, (C) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Party, (D) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 5.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b5.5(b) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (c) Each Party acknowledges and agrees that any controversy Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreementsuch Proceeding. Each Party hereby acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.85.5(c).

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (ai) This Agreement and all Proceedings against any other party hereto in connection with, arising out of or otherwise relating to this Agreement, shall be in all respects interpreted, construed, governed by by, and construed and interpreted enforced in accordance with with, the Laws of the Province state of Ontario and the federal Laws Delaware, including, its statutes of Canada applicable thereinlimitations, without regard to the conflicts of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. (bii) Subject to Section 7.5, each Each of the Parties parties hereto agrees that: (iA) it shall bring any Claim Proceeding against any other party hereto in connection with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement exclusively in the Chosen CourtCourts; and (iiB) solely in connection with such ClaimsProceedings, it (A1) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen CourtCourts, (B2) irrevocably waives any objection to the laying of venue in any such Claim Proceeding in the Chosen CourtCourts, (C3) irrevocably waives any objection that the Chosen Court is Courts are an inconvenient forum or does do not have jurisdiction over any Partyparty hereto, (D4) agrees that mailing of process or other papers in connection with any such Claim Proceeding in the manner provided in Section 8.1 ‎6(e) or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E5) it shall not assert as a defense any matter or claim waived by the foregoing clauses (A) through (D) of this Section 8.8(b6(a) or that any Order issued by the Chosen Court Courts may not be enforced in or by the Chosen CourtCourts. (ciii) Each Party party hereto acknowledges and agrees that any controversy Proceeding against any other party hereto which may be connected with, arise out of or otherwise relate to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement is expected to involve complicated and difficult issues, and therefore each Party party hereto irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Claim, directly or indirectly, connected with, arising out of or otherwise relating to this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreementsuch Proceeding. Each Party party hereto hereby acknowledges and certifies that (i) no Representative of the other Parties parties hereto has represented, expressly or otherwise, that such other Parties parties hereto would not, in the event of any ClaimProceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) it has been induced to enter into this Agreement, the instruments or other documents delivered pursuant to this Agreement and the transactions contemplated by this Agreement by, among other things, the mutual waivers, acknowledgments and certifications set forth in this Section 8.86(a).