Common use of Governing Law and Venue; Waiver of Jury Trial Clause in Contracts

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents THIS LIMITED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE CONFLICT OF LAWS PRINCIPLES. (b) All Actions arising out of or relating to this Limited Guarantee shall be heard and submits to the exclusive personal jurisdiction of determined in the Court of Chancery of the State of Delaware, New Castle County, Delaware or, (but only if that court does not have jurisdiction, a federal court sitting in Wilmington, the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action) the Superior Court of the State of Delaware (Complex Commercial Division) and any appellate court from any such court (such courts, the "Delaware “Selected Courts"”). The parties to this Limited Guarantee irrevocably: (i) submit to the exclusive jurisdiction and venue of the Selected Courts in any action such Action; (ii) waive the defense of an inconvenient forum or proceeding lack of jurisdiction to the maintenance of any such Action brought in the Selected Courts; (iii) agree to not contest the jurisdiction of the Selected Courts in any such Action, by motion or otherwise; and (iv) agree to not bring any Action arising out of or relating to this Agreement or Limited Guarantee in any court other than the Selected Courts, except for Actions brought to enforce the judgment of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c. The consents to jurisdiction and venue set forth in this Section 9.08(b) shall not attempt constitute general consents to deny or defeat such personal jurisdiction by motion or other request service of process in the State of Delaware and shall have no effect for leave from any such court purpose except as provided in this paragraph and (d) shall not bring be deemed to confer rights on any action or proceeding Person other than the parties to this Limited Guarantee. Each party to this Limited Guarantee agrees that service of process upon such party in any Action arising out of or relating to this Agreement Limited Guarantee shall be effective if notice is given by Federal Express, UPS, DHL or similar courier service to the address set forth in Section 12 of this Limited Guarantee. The parties to this Limited Guarantee agree that a final judgment in any of such Action shall be conclusive and may be enforced in other jurisdictions by suit on the transactions contemplated by this Agreement judgment or in any other courtmanner provided by applicable Law. Each of Nothing in the parties hereto waives foregoing shall restrict any defense of inconvenient forum party’s rights to the maintenance of seek any action post-judgment relief regarding, or proceeding so brought and waives any bondappeal from, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDa final trial court judgment.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made undershall be governed by, and shall be construed and enforced in accordance with, the laws Laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect to principles of conflicts of law. Each laws principles or rules to the extent such principles or rules are not mandatorily applicable and would require or permit the application of the Law of any jurisdiction other than the State of Delaware. (b) In addition, each of the parties hereto (ai) consents to submit itself, and hereby submits itself, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, New Castle County, or, if that court does not have neither of such courts has subject matter jurisdiction, a federal any state court sitting of the State of Delaware having subject matter jurisdiction, in Wilmington, Delaware (the "Delaware Courts") in event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court and or that any judicial proceeding in any such court has been brought in an inconvenient forum, (diii) shall agrees that it will not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other court. Each than the Court of Chancery of the parties hereto waives State of Delaware and any defense federal court located in the State of inconvenient forum Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (iv) consents to service of process being made through the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. notice procedures set forth in Section 11. (c) EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect regard to principles of the conflicts of law. Each of the parties hereto law rules (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery whether of the State of Delaware or of any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any action seeking to enforce any provision of, New Castle Countyor based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if that such court does shall not have jurisdiction, a any federal court sitting located in Wilmingtonthe State of Delaware or other Delaware state court, Delaware and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the "Delaware Courts"appropriate appellate courts therefrom) in any action such Action and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or proceeding arising out of or relating hereafter have to this Agreement or any the laying of the transactions contemplated by this Agreementvenue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.1 shall be deemed effective service of process on such party. (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect regard to principles of any applicable conflicts of law. laws provisions. (b) Each of the parties hereto (ai) consents to and submits submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware or, if that such court does not have lacks subject matter jurisdiction, a any federal court sitting located in Wilmington, the State of Delaware (in the "Delaware Courts") in event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (diii) shall agrees that it will not bring any action or proceeding arising out of or Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other court. Each than the Court of Chancery of the parties hereto State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any defense of inconvenient forum objection that it may now or hereafter have to the maintenance venue of any action such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or proceeding so that such Action was brought in an inconvenient court and waives any bond, surety agrees not to plead or other security claim the same and (v) consents to service being made through the notice procedures set forth in Section 6.7. The Parent and the Shareholders hereby agree that might be required service of any other Person process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.7 shall be effective service of process for any Action in connection with respect theretothis Agreement or the transactions contemplated hereby. EACH OF THE PARTIES HERETO TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is Limited Guarantee and all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee or the negotiation, execution or performance of this Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made underin or in connection with this Limited Guarantee and/or as an inducement to enter into this Limited Guarantee), and shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery internal Laws of the State of Delaware, New Castle Countywithout giving effect to conflict-of-laws principles that might require the application of the Laws of any other jurisdiction. The parties hereby irrevocably submit to the exclusive jurisdiction of the State of Delaware over all claims, ordisputes or causes of action (whether in contract or tort or otherwise) that may be based upon, if that court does not have jurisdictionarise out of or relate to this Limited Guarantee or the negotiation, a federal court sitting execution or performance of this Limited Guarantee (including any claim or cause of action, whether in Wilmingtoncontract or tort or otherwise, Delaware (the "Delaware Courts") in any action or proceeding based upon, arising out of or relating related to any representation or warranty made in or in connection with this Agreement Limited Guarantee or any of the transactions contemplated by as an inducement to enter into this Agreement, (bLimited Guarantee) and each party hereby irrevocably agrees that all claims suits, claims, actions and proceedings in respect of any such claim, dispute or cause of action, or any suit, action or proceeding related thereto (whether in contract or tort or otherwise) shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such courtsuit, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement brought in such court or any defense of inconvenient forum for the transactions contemplated by this Agreement in maintenance of any other courtsuch suit, action or proceeding. Each of the parties hereto waives agrees that a final judgment in any defense of inconvenient forum to the maintenance of any such suit, action or proceeding so brought shall be conclusive and waives any bond, surety or other security that might may be required of enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable Law. Each of the parties hereby consents to process being served by any party to this Limited Guarantee in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12. The consents to jurisdiction and service of process set forth in this Section 13 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 13 and shall not be deemed to confer rights on any Person with respect theretoother than the parties hereto. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LIMITED GUARANTEE WHETHER ARISING IN CONTRACT OR IN TORT OR OTHERWISE. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR RELATED TO THIS AGREEMENT OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL EVENT OF ANY PROCEEDING, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND ANY OTHER ACTION PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 13.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made underand any claim, and cause of action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles any choice or conflict of conflicts law provision or rule (whether of lawthe State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdictions other than the State of Delaware. Each In addition, each of the parties hereto (ai) consents to irrevocably and unconditionally submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware, New Castle County, Delaware and any state appellate court therefrom within the State of Delaware (or, if that court the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, a federal court sitting the United States District Court for the District of Delaware or, if jurisdiction is not then available in Wilmingtonthe United States District Court for the District of Delaware, then any Delaware state court) (the "Delaware “Chosen Courts"”) in the event of any claim, cause of action or proceeding between or among the parties hereto (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby, (bii) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim; (iii) agrees that all claims in respect it shall not bring any claim, cause of such action or proceeding shall be heard and determined against any other parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, court other than the Chosen Courts and that a final judgment in any legal proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; and (civ) shall agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other courtChosen Courts. Each of the parties hereto waives any defense of inconvenient forum irrevocably consents to the maintenance service of process of any of the aforementioned courts in any such claim, cause of action or proceeding so brought and waives any bondby the mailing of copies thereof by registered or certified mail or by overnight courier service, surety or other security that might be required of any other Person with respect theretopostage prepaid, to its address set forth in Section 14. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL CLAIM, CAUSE OF ACTION OR PROCEEDING (WHETHER AT LAW, IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (ii) ACKNOWLEDGES THAT IT HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR THIS SECTION 18, (iii) UNDERSTANDS AND HAS NOT BEEN WAIVEDCONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (iv) MAKES THIS WAIVER VOLUNTARILY.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underAgreement, including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement of any nature whatsoever, shall be construed and enforced in accordance with, with and governed by the domestic substantive laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles any choice of law or conflicts of law. Each law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto (a) consents to and submits hereby irrevocably submit to the exclusive personal jurisdiction of the Court state and federal courts located in the Borough of Chancery of Manhattan within the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting York in Wilmington, Delaware (the "Delaware Courts") in connection with any action or proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably waives, to the fullest extent permitted by this Agreementapplicable law, (b) agrees that all claims any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other courtdispute. Each of the parties hereto agrees that a judgment rendered in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto hereby waives any defense of inconvenient forum to the maintenance fullest extent permitted by applicable law any right it may have to a trial by jury in respect of any action legal proceeding directly or proceeding so brought and waives indirectly arising out of, under or in connection with this Agreement or any bondtransaction contemplated hereby. Each party hereto (i) certifies that no representative, surety agent or other security that might be required attorney of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVESparty has represented, TO THE FULLEST EXTENT PERMITTED BY LAWexpressly or otherwise, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDthat such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.6(b).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF, THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. (b) All claims, actions, suits, arbitrations, inquiries, petitions, proceedings or investigations of any nature, including civil, criminal, administrative or regulatory, whether at law or in equity, but or before any Governmental Entity or an arbitrator (collectively “Actions”) arising out of or relating to this Agreement shall be heard and submits to the exclusive personal jurisdiction of determined exclusively in the Court of Chancery of the State of Delaware; provided, New Castle Countyhowever, or, that if that court such Court of Chancery does not have jurisdictionjurisdiction over such Action, a such Action shall be heard and determined exclusively in any federal or state court located in the State of Delaware. Consistent with the preceding sentence, each of the Parties hereby (i) submits to the exclusive jurisdiction of any federal or state court sitting in Wilmington, the State of Delaware (for the "Delaware Courts") in purpose of any action or proceeding Action arising out of or relating to this Agreement brought by either Party and (ii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. The Parties hereby agree that the mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 7.7, or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. Notwithstanding the foregoing, each of the Parties agrees that it will not bring any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise against the Financing Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in including any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding dispute arising out of or relating in any way to this Agreement the Financing or the Commitment Letters or the performance thereof, in any forum other than the Supreme Court of the transactions contemplated by this Agreement State of New York sitting in any other court. Each the Borough of Manhattan of the parties hereto waives any defense City of inconvenient forum to New York, or, if under applicable Law exclusive jurisdiction is vested in the maintenance federal courts, the United States District Court for the Southern District of any action or proceeding so brought New York (and waives any bondappellate courts thereof). (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 7.5(c).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to This Agreement shall be governed by and submits to construed in accordance with the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware, New Castle Countywithout giving effect to any applicable principles of conflict of laws that would cause the Laws of any jurisdiction other than the State of Delaware to otherwise govern this Agreement. (b) The parties hereto agree that any Action seeking to enforce any provision of, oror based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, however, that, if that court the Delaware Court of Chancery does not have jurisdictionjurisdiction over such Action, a federal court sitting such Action shall be heard and determined exclusively in Wilmingtonthe United States District Court for the District of Delaware. Consistent with the preceding sentence, Delaware each of the parties hereto hereby (i) submits to the "Delaware Courts") in exclusive jurisdiction of such courts for the purpose of any action or proceeding Action arising out of or relating to this Agreement or any of the transactions contemplated brought by this Agreement, either party hereto; (bii) agrees that all claims service of process will be validly effected by sending notice in respect accordance with Section 16; and (iii) irrevocably waives, and agrees not to assert by way of such action motion, defense, or proceeding shall be heard and determined otherwise, in any such courtAction, (c) shall any claim that it is not attempt subject personally to deny the jurisdiction of the above-named courts, that its property is exempt or defeat such personal jurisdiction by motion immune from attachment or other request for leave from any such court and (d) shall not bring any action execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or proceeding arising out of or relating to that this Agreement or any of the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Process in any other such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each Without limiting the foregoing, each party agrees that service of the parties hereto waives any defense process on such party as provided in Section 16 shall be deemed effective service of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondprocess on such party (c) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, surety or other security that might be required of any other Person with respect theretoUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FULLEST EXTENT PERMITTED BY LAW, ANY FOREGOING WAIVER AND ALL RIGHT (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO ENTER INTO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 13.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of lawCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES THEREOF. Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the Transactions, on behalf of itself or its property, in accordance with Section 7.7 or in such other manner as may be permitted by Law, of copies of such process to such party, and nothing in this Section 7.5 shall affect the right of any party to serve legal process in any other manner permitted by Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware or, if that court does not have jurisdictionunavailable, a the federal court sitting in Wilmingtonthe State of Delaware, Delaware (the "Delaware Courts") in connection with any action or proceeding dispute arising out of of, in connection with or relating to this Agreement or the Transactions, or for recognition and enforcement of any of the transactions contemplated by this Agreementjudgment in respect thereof, (biii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (div) shall not bring agrees that any action actions or proceeding proceedings arising out of of, in connection with or relating to this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery or, if (and only if) such court lacks subject matter jurisdiction, any federal court in the State of Delaware, (v) waives any objection that it may now or hereafter have to the transactions contemplated by venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same, and (vi) agrees that it shall not bring any action arising out of, in connection with or relating to this Agreement or the Transactions in any court other courtthan the aforesaid courts. Each of Parent, Merger Sub and the parties hereto waives any defense of inconvenient forum to the maintenance of Company agrees that a final, non-appealable judgment in any action or proceeding so brought in such court as provided above shall be conclusive and waives any bond, surety may be enforced in other jurisdictions by suit on the judgment or other security that might be required of in any other Person with respect thereto. manner provided by Law. (b) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 7.5(b). (c) Notwithstanding anything herein to the contrary, each of the parties hereto expressly agree (i) that it will not bring or support any action, whether in law or in equity, whether in contract or in tort or otherwise, against the financial institutions that have committed to provide or arrange or otherwise entered into agreements in connection with any Financing (including the Financing Commitment) and the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates involved in any such financing, and their Affiliates’ respective officers, directors, employees, agents and representatives involved in any such financing and their respective successors and assigns (collectively, the “Financing Sources”) arising out of, or relating to, the transactions contemplated hereby, in each case, in any forum other than any state or federal court sitting in the Borough of Manhattan in the State of New York and any appellate court thereof, (ii) to waive and hereby waives any right to trial by jury in respect of any such action, and (iii) that any such action shall be governed by, and construed in accordance with, the laws of the state of New York, without regard to the conflicts of law rules of such state that would result in the application of the laws of any other state.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby will be governed by and shall be construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Delaware, in each case without regard to agreements made and to be performed solely therein, without giving effect to principles its rules of conflicts conflict of law. laws. (b) Each of the parties hereto Parties hereby (ai) consents irrevocably submits to and submits agrees to be subject to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Delaware and/or any federal court sitting in Wilmington, within the State of Delaware (the "Delaware “Chosen Courts") in ”), for the purpose of any action claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or any the actions of the transactions contemplated by this AgreementParties in the negotiation, administration, performance and enforcement thereof, (bii) irrevocably agrees that all such claims, actions, suits or proceedings may and will be brought before, and determined by, only a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court, and (div) agrees that it shall not (except for a suit on the judgment as expressly permitted by Section 9.4(d)) bring any action claim, action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other court. than a Chosen Court. (c) Each of the parties hereto waives any defense of inconvenient forum Parties irrevocably consents to the maintenance service of the summons and complaint and any other process in any other claim, suit, action or proceeding so brought relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 9.3, and waives any bond, surety or other security that might be required nothing in this Section 9.4 will affect the right of any Party to serve legal process in any other Person with respect thereto. manner permitted by Law. (d) Each Party agrees that a final judgment in any claim, suit, action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. (e) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (INCLUDING THE DEBT FINANCING), OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.4(E).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and letter agreement shall be governed by and construed and enforced in accordance with, with the internal laws of the State of Delaware New York applicable to agreements contracts made and to be wholly performed solely thereinwithin such state, without giving effect regard to principles of applicable conflicts of lawlaw principles. Each of Seller and the parties hereto (a) consents Guarantor agree that any suit, action or proceeding brought by it to enforce any provision of, or based on any matter arising out of, or in connection with, this letter agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the Borough of Manhattan, State of New York. Each of Seller and the Guarantor submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that any such court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of of, or relating to in connection with, this Agreement letter agreement or any of the transactions contemplated hereby and hereby waives the benefit of jurisdiction derived from present of future domicile or otherwise in such suit, action or proceeding. Each of Seller and the Guarantor waives, to the fullest extent permitted by this Agreementlaw, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such courtEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. This (a) THIS AGREEMENT WILL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS WILL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, AND ALL ACTIONS, SUITS AND PROCEEDINGS ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE GOVERNED BY, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that any lawsuit, claim, complaint, controversy, formal investigation or proceeding before or by any Governmental Authority or dispute of any kind or nature (whether based upon contract, tort or otherwise) involving a Financing Source that is in any way related to this Agreement, the Merger or any of the transactions contemplated by this Agreement is made underor the performance of services hereunder or related hereto, including any dispute arising out of or relating in any way to the Debt Financing (including any Alternative Financing), will be governed by, and shall be construed and enforced in accordance with, the laws Laws of the State of Delaware applicable New York (except as expressly specified otherwise in the Debt Commitment Letter, the commitment relating to agreements made and any Alternative Financing or in any definitive document relating to be performed solely therein, without giving effect such financing to principles of conflicts of law. Each of the parties hereto which such Financing Source is a party). (ab) consents to and submits The Parties irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) with respect to all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement, and irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or convenient or that this Agreement or any such document may not be enforced in or by such courts, and the Parties agree that all claims with respect to such action, suit or proceeding will be heard and determined exclusively in such courts. The Parties consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by Law will be valid and sufficient service. Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that they will not, nor permit any of their Affiliates to, bring or support any action, cause of action, claim, cross-claim, third party claim or other kind of Proceeding of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing (including any Alternative Financing), or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Financing (including any Alternative Financing) or the performance thereof, in any forum other than the Supreme Court of the State of New Castle CountyYork, County of New York, located in the Borough of Manhattan, 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 the appellate courts thereof), and that the provisions of Section 10.8(c) relating to the waiver of jury trial will apply to any such action, cause of action, claim, cross-claim, third party claim or other Proceeding. (c) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING (INCLUDING ANY ALTERNATIVE FINANCING) OR ANY OF THE AGREEMENTS DELIVERED IN CONNECTION THEREWITH OR TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCES. EACH PARTY ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 10.8(c). (d) The provisions of this Section 10.8 are not intended and will not be deemed to constitute a submission by Parent to the jurisdiction of any United States federal or state court does not have jurisdictionor any other United States Governmental Authority, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in other than solely for purposes of any action or proceeding Proceeding arising out of or relating to this Agreement or any of and the transactions contemplated hereby (including any Proceedings initiated by this Agreement, (b) agrees that all claims in respect the Indemnified Persons or holders of such action shares of Common Stock or proceeding shall be heard and determined in any such court, (c) shall not attempt Equity Rights to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to enforce their rights under this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum pursuant to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDSection 10.3).

Governing Law and Venue; Waiver of Jury Trial. (1) This Agreement is made under, and agreement shall be deemed to be made in and in all respects shall be interpreted, construed and enforced governed by and in accordance with, with the laws of the State Laws of Delaware applicable without regard to agreements made and to be performed solely therein, without giving effect to principles of the conflicts of law. Each of the parties hereto law principles thereof. (ai) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, New Castle CountyOR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. (ii) Except for claims seeking injunctive or other equitable relief, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action controversy or proceeding claim arising out of or relating to this Agreement or a breach thereof, shall be settled by binding, confidential arbitration in Los Angeles, California (or such other location as may be agreed to by the parties) to be administered by the AAA in accordance with its then-prevailing Commercial Rules of Arbitration. Buyer and Seller shall select an arbitrator from a list provided by the AAA that is mutually satisfactory to them. If Buyer, on the one hand, and Seller, on the other, are unable to agree on an arbitrator, then each shall choose an arbitrator from a list provided by the AAA. The two arbitrators so selected shall then select a third arbitrator mutually satisfactory to them from the list provided by the AAA. The single arbitrator so selected by the aforesaid procedure shall hear the dispute and decide it. The arbitrator selected shall not be a present or former officer, employee, consultant or representative of any of the transactions contemplated parties or any of their Affiliates. The arbitrator shall have a background and training in the general areas of law covered by this Agreement. The arbitrator shall have the right to award costs, (b) agrees that all claims in respect of such action or proceeding fees and expenses including, without limitation, the arbitrator's fees and reasonable attorneys' fees, to the prevailing party. A party shall be heard and determined entitled to have a judgment entered on the determination or decision of the arbitrator in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any competent jurisdiction. The award of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought arbitrator shall be binding and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDfinal on all parties.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THIS AGREEMENT AND ALL DISPUTES BETWEEN THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF UNDER OR RELATED RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE. (b) Any action, suit 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 hereby shall only be brought in any federal court located in the State of Delaware or any Delaware state court, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum; provided, however, that any action, suit or proceeding, seeking to enforce a final judgment rendered in such court may be brought in any court of competent jurisdiction. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, service of process on such party as provided in Section 5.6 shall be deemed effective service of process on such party. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR DISPUTE DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION, SUIT OR PROCEEDING, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (ii) SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN WHICH THIS SECTION 5.5(C). IN THE EVENT OF LITIGATION THIS AGREEMENT MAY BE FILED AS A JURY WRITTEN CONSENT TO A TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDBY THE COURT.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect regard to principles of any applicable conflicts of law. laws provisions. (b) Each of the parties hereto Parties (ai) consents to and submits submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware or, if that such court does not have lacks subject matter jurisdiction, a any federal court sitting located in Wilmington, the State of Delaware (in the "Delaware Courts") in event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions contemplated by this AgreementTransactions (each, a “Transaction Dispute”), (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (diii) shall agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 13.03. Each of Seller and Buyer hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 13.03 shall be effective service of process for any Action in connection with this Agreement or the Transactions. Notwithstanding anything herein to the contrary, each of the parties hereto agrees that it will not bring or support any Person in any suit, action or other proceeding of any kind or description, whether at law or in equity, whether in contract or tort or otherwise, against any of the Debt Financing Sources in any way arising out of or of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement Agreement, including any dispute arising out of or relating in any way to any Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other court. Each than the federal and New York state courts located in the Borough of Manhattan within the parties hereto waives any defense City of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoNew York. EACH OF THE PARTIES HERETO TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK (INCLUDING ANY CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO CONSOLIDATE ANY SUCH ACTION DEBT FINANCING SOURCE OR ANY DEBT COMMITMENT LETTER, WHETHER AT LAW OR IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION EQUITY, WHETHER IN WHICH A JURY TRIAL CANNOT BE CONTRACT OR HAS NOT BEEN WAIVEDTORT OR OTHERWISE). (c) Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that any claim, suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources (in their capacities as such) arising out of, or relating to, the Transactions, the Financing or the performance of services thereunder or related thereto shall, except as expressly provided otherwise in the definitive documentation pertaining to such Financing, be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State.

Governing Law and Venue; Waiver of Jury Trial. This (a) Except to the extent that the WBCA is mandatorily applicable to the Merger and the rights of holders of Common Stock, this Agreement is made under, and shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware New York applicable to agreements made a contract executed and to be performed solely thereinin such State, without giving effect to principles of the conflicts of law. law principles thereof (other than Section 5-1401 of the General Obligations Law). (b) Each of Parent, Merger Sub and the parties hereto Company (ai) consents to and submits submit itself to the exclusive personal jurisdiction of the Supreme Court of Chancery of the State of DelawareNew York in New York County or the United States District Court for the Southern District of New York, New Castle Countyin the event that any dispute arises in connection with this Agreement or any of the transactions contemplated hereby, or(ii) irrevocably waives, if that court does and agrees not have jurisdictionto assert, by way of motion, as a federal court sitting in Wilmingtondefense, Delaware (the "Delaware Courts") counterclaim or otherwise, in any action or proceeding arising out with respect to this Agreement (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.10(b), (B) 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 that (1) the suit, action or proceeding in such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement, hereby in any court other than the Supreme Court of the State of New York in New York County or the United States District Court for the Southern District of New York and (biv) agrees that all claims consents to the service of process to be made in respect of such action or proceeding shall be heard and determined by delivery of process in any such court, accordance with the notice provisions contained in Section 9.2. (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.10(c).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and shall be deemed to be made in and in all respects shall be interpreted, construed and enforced governed by and in accordance with, with Delaware law without regard to the laws conflict of law principles thereof. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction United States of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting America located in Wilmington, Delaware (the "Delaware Courts") in for any action or proceeding litigation arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement (and agree not to commence any litigation relating thereto except in such Delaware Courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any other court. Each of the parties hereto waives any defense of Delaware Court that such litigation brought therein has been brought in an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondforum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT RESPECT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.ANY

Governing Law and Venue; Waiver of Jury Trial. This (a) THIS AGREEMENT WILL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS WILL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, AND ALL ACTIONS, SUITS AND PROCEEDINGS ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE GOVERNED BY, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CHOICE OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that any lawsuit, claim, complaint, controversy, formal investigation or proceeding before or by any Governmental Authority or dispute of any kind or nature (whether based upon contract, tort or otherwise) involving a Financing Source that is in any way related to this Agreement is made underor any of the Contemplated Transactions or the performance of services hereunder or related hereto, including any dispute arising out of or relating in any way to the Debt Financing (including any Alternative Financing), will be governed by, and shall be construed and enforced in accordance with, the laws Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto New York. (ab) consents to and submits The Parties irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware (or, if that such court does not have jurisdictiondeclines to accept jurisdiction over a particular matter, a any state or federal court sitting in Wilmington, Delaware (within the "Delaware Courts"State of Delaware) in any action or proceeding with respect to all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, and of the documents referred to in this Agreement, and in respect of the Contemplated Transactions, and irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or convenient or that this Agreement or any such document may not be enforced in or by such courts, and the Parties agree that all claims with respect to such action, suit or proceeding will be heard and determined exclusively in such courts. The Parties consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 11.2 or in such other manner as may be permitted by Law will be valid and sufficient service. The Parties agree that a final judgment in any such action, suit or proceeding will be conclusive and maybe enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided that nothing in the foregoing will restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. Notwithstanding anything herein to the contrary, the Parties acknowledge and irrevocably agree that they will not, nor permit any of their Affiliates 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 the Financing Sources in any way relating to this Agreement, the Debt Financing (including any Alternative Financing), or any of the transactions contemplated by this Agreementhereby or thereby, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in including any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding dispute arising out of or relating in any way to this Agreement the Debt Financing (including any Alternative Financing) or the performance thereof, in any forum other than the Supreme Court of the transactions contemplated by this Agreement State of New York, County of New York, located in any other court. Each the Borough of Manhattan, or, if under applicable Law exclusive jurisdiction is vested in the parties hereto waives any defense federal courts, the United States District Court for the Southern District of inconvenient forum New York (and the appellate courts thereof), and that the provisions of Section 11.8(c) relating to the maintenance waiver of jury trial will apply to any action such action, cause of action, claim, cross-claim or proceeding so brought and waives any bondthird party claim. (c) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, surety or other security that might be required of any other Person with respect theretoSUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, OR ARISING OUT OF OR RELATING TO THE DEBT FINANCING (INCLUDING ANY ALTERNATIVE FINANCING) OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCES. EACH PARTY ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF WHATSOEVER BETWEEN OR RELATED AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. NO EACH PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 11.8(c). (d) Notwithstanding anything that may be expressed or implied in this Agreement, in no event will any Financing Source have any liability or obligation to, or be subject to any action, suit, claim or proceeding from the Company or any of its Affiliates in connection with this Agreement or the transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise, and none of the Company, nor any of its Affiliates, Subsidiaries or Representatives will have any rights or claims against the Financing Sources in connection with this Agreement or the transactions contemplated hereby. No Financing Source will be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

Governing Law and Venue; Waiver of Jury Trial. This 8.7.1 Except to the extent that the Applicable Laws of the State of Israel apply in respect of the procedural aspects of the Merger as set forth in Article ‎‎1 of this Agreement, this Agreement is made undershall be governed by, and shall be construed and enforced in accordance with, the laws Applicable Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles any choice or conflict of conflicts law provision or rule (whether of lawthe State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties Parties hereto (a) consents to and submits submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Delaware or any federal court sitting within the District of Delaware in Wilmington, Delaware (the "Delaware Courts") in event any action or proceeding arising dispute arises out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (dc) shall agrees that it will not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other court. Each than the Court of Chancery of the parties hereto waives State of Delaware or any federal court within the District of Delaware, and (d) waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of any such action or proceeding so brought Proceeding in the Court of Chancery of the State of Delaware or such federal court. Each Party agrees that (i) this Agreement involves at least one hundred thousand dollars ($100,000.00), and waives (ii) this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each Party agrees that a final judgment in any bond, surety such action or Proceeding shall be conclusive and may be enforced in other security that might be required of jurisdictions by suit on the judgment or in any other Person with respect theretomanner provided by Applicable Law. Any judgment from any such court described above may, however, be enforced by any Party in any other court in any other jurisdiction. 8.7.2 EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO CONSOLIDATE ANY SUCH ACTION ENFORCE THE FOREGOING WAIVER, (B) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IS MAKING THIS WAIVER VOLUNTARILY, AND (D) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION ‎‎8.7.2.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of lawCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES THEREOF. Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, the Guarantee or the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 7.7 or in such other manner as may be permitted by Law, of copies of such process to such party, and nothing in this Section 7.5 shall affect the right of any party to serve legal process in any other manner permitted by Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive personal general jurisdiction of the Court chancery court of Chancery the State of Delaware or, if unavailable, the federal court in the State of Delaware, New Castle Countyin the event any dispute arises out of, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action or proceeding arising out of connection with or relating to this Agreement Agreement, the Guarantee or any of the transactions contemplated by this Agreementhereby, or for recognition and enforcement of any judgment in respect thereof, (biii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising out of, in connection with or relating to this Agreement, the Guarantee or the transactions contemplated hereby shall be brought, tried and determined only in the chancery court of the State of Delaware or, if unavailable, the federal court in the State of Delaware, in each case sitting in Newcastle County in the State of Delaware, (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (dvi) agrees that it shall not bring any action arising out of, in connection with or relating to this Agreement, the Guarantee or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Notwithstanding anything to the contrary contained in the foregoing, and except as expressly set forth in the Debt Commitment Letter, all disputes against any Financing Sources under the Debt Commitment Letter or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise (including any dispute arising out of or relating in any way to this Agreement the Debt Commitment Letter), (1) will be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed entirely within such State, without giving effect to any Law (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than the transactions contemplated by this Agreement in any other court. Each State of the parties hereto waives any defense of inconvenient forum New York and (2) will be subject to the maintenance exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such action or proceeding so brought and waives any bondto the exclusive jurisdiction of such court. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, THE GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT (INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM INVOLVING THE FINANCING SOURCES UNDER THE DEBT FINANCING OR THE DEBT COMMITMENT LETTER). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 7.5(b).

Governing Law and Venue; Waiver of Jury Trial. a. This Agreement is made undershall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware, New Castle Countywithout regard to laws that may be applicable under conflicts of laws principles. b. Each of the parties hereto hereby irrevocably and unconditionally submits, orfor itself and its property, if that to the exclusive jurisdiction of any Delaware State court, or Federal court does not have jurisdictionof the United States of America, a federal court sitting in WilmingtonDelaware, Delaware (the "Delaware Courts") and any appellate court from any thereof, in any action or proceeding Action arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated by this Agreementhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (bii) agrees that all claims any claim in respect of any such action or proceeding Action shall be heard and determined in any such Delaware State court or, to the extent permitted by Law, in such Federal court, (ciii) shall not attempt waives, to deny the fullest extent it may legally and effectively do so, any objection which it may now or defeat such personal jurisdiction by motion or other request for leave from hereafter have to the laying of venue of any such court Action in any such Delaware State or Federal court, and (div) shall not bring any action or proceeding arising out waives, to the fullest extent permitted by Law, the defense of or relating an inconvenient forum to this Agreement or any the maintenance of the transactions contemplated by this Agreement such Action in any other such Delaware State or Federal court. Each of the parties hereto waives agrees that a final judgment in any defense such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of inconvenient forum to process in the maintenance manner provided for notices in Section 3.1. Nothing in this Agreement will affect the right of any action or proceeding so brought and waives any bond, surety or other security that might be required of party to this Agreement to serve process in any other Person with respect thereto. manner permitted by Law. c. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE EITHER OF SUCH ACTION IN WHICH A JURY TRIAL WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 3.5(c).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware (except (i) to the extent the mandatory provisions of Virginia law are applicable to agreements made and to be performed solely therein, (ii) that Virginia law governs the fiduciary duties of the Board of Directors of the Company) without giving effect to the principles or rules of conflicts conflict of law. Each laws to the extent such principles or rules would require or permit the application of the parties hereto laws of another jurisdiction. (ab) In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties consents to and submits to the exclusive personal jurisdiction of in the Court of Chancery of the State of DelawareDelaware (and any courts from which appeals from judgments of that court are heard), New Castle County, or, if that or to the extent such court does not have subject matter jurisdiction, a any federal court sitting located in Wilmington, Delaware (and any courts from which appeals from judgments of that court are heard). Each of the "Delaware Courts"Parties agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objections 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 any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined Contemplated Transactions in any such court, (c) shall not attempt to deny Delaware state or defeat such personal jurisdiction by motion or other request for leave from any such federal court and (d) shall not bring any action or proceeding arising out in accordance with the provisions of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other courtSection 8.6. Each of the parties hereto waives any Parties irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of any such action or proceeding so brought in any such court. Each of the Parties hereby irrevocably and waives any bond, surety or other security that might be required unconditionally consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any Party to serve process in any other Person with respect thereto. manner permitted by Law. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.6(C).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES, EXCEPT THAT DELAWARE LAW SHALL APPLY TO THE EXTENT REQUIRED IN CONNECTION WITH THE EFFECTUATION OF THE 32 37 MERGER. The parties irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery federal courts of the United States of America located in the Commonwealth of Pennsylvania and the State courts of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting the Commonwealth of Pennsylvania solely in Wilmington, Delaware (respect of the "Delaware Courts") in any action or proceeding arising out interpretation and enforcement of or relating to the provisions of this Agreement or any and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this AgreementAgreement and by those documents, (b) agrees and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of any such document, that it is not subject to this Agreement or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims in with respect of to such action or proceeding shall be heard and determined in any such a federal court, (c) shall not attempt . The parties hereby consent to deny or defeat such personal jurisdiction by motion or other request for leave from and grant any such court jurisdiction over the person of such parties and (d) shall not bring over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding arising out of in the manner provided in Section 8.5 or relating to this Agreement or any of the transactions contemplated in such other manner as may be permitted by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought law, shall be valid and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDsufficient service thereof.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Maryland (other than with respect to agreements made issues relating to the Company Merger and the Partnership Merger that are required to be performed solely thereingoverned by the DRULPA), in each case without giving effect regard to principles its rules of conflicts conflict of law. laws. (b) Each of the parties hereto hereby (ai) consents irrevocably submits to and submits agrees to be subject to the exclusive personal jurisdiction of the Circuit Court of Chancery Baltimore City, Maryland and/or the U.S. District Court for the District of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware Maryland (the "Delaware “Chosen Courts") in ”), for the purpose of any action claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or any the actions of the transactions contemplated by this Agreementparties hereto in the negotiation, administration, performance and enforcement thereof, (bii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court, and (div) shall agrees that it will not (except for a suit on the judgment as expressly permitted by Section 8.4(d)) bring any action claim, action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other courtthan a Chosen Court. In any judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Courts of the State of Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). (c) Each of the parties hereto waives any defense of inconvenient forum irrevocably consents to the maintenance service of the summons and complaint and any other process in any other claim, suit, action or proceeding so brought relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 8.3, and waives any bond, surety or other security that might be required nothing in this Section 8.4 shall affect the right of any party hereto to serve legal process in any other Person with respect thereto. manner permitted by Law. (d) Each party hereto agrees that a final judgment in any claim, 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. (e) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.4(E).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underAgreement, and all Causes of Action (whether in contract, tort or statute) that may be based upon, arise out of or relate 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 or as an inducement to enter into this Agreement), shall be construed governed by, and enforced in accordance with, the laws Laws of the State of Delaware applicable to agreements made and to be performed solely thereinNew York, including its statutes of limitations, without giving effect to any borrowing statute or applicable principles of conflicts of law. Each law to the extent that the application of the parties hereto laws (aincluding statutes of limitation) consents to and submits to the exclusive personal of another jurisdiction of the Court of Chancery (whether of the State of DelawareNew York or any other jurisdiction) would be required thereby. (b) By its execution and delivery of this Agreement, New Castle Countysubject to the commencement of the Chapter 11 Cases, oreach Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Bankruptcy Court for the purpose of any Cause of Action, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby. At any time prior to the filing of the Chapter 11 Cases, (b) agrees that all claims each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state or federal courts located within in respect the Borough of such action or proceeding shall be heard and determined Manhattan, the City of New York in the State of New York for purposes of any such courtaction, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other courthereby. Each party hereto hereby consents to service of process in the parties hereto waives any defense of inconvenient forum to manner and at the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. address set forth in Section 10.8. (c) EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL 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 WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT, THE RESTRUCTURING TERM SHEET AND THE DEFINITIVE DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 10.12(c).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "“Delaware Courts") ”), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and shall be construed and enforced in accordance withCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF. (b) Subject to Section 9.5(c), the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each each of the parties hereto (ai) consents to and submits submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware or, if that such court does not have lacks subject matter jurisdiction, a any state or federal court sitting located in Wilmingtonthe State of Delaware and any appellate court therefrom, Delaware (in the "Delaware Courts") in event any action or proceeding arising dispute arises out of or relating related to this Agreement or any of the transactions contemplated by this Agreementhereby, (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (diii) shall agrees that it will not bring any action action, suit, arbitration or proceeding arising out of by or before any Governmental Entity (each, an “Action”) relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other courtthan the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, (iv) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 9.6. Each of the parties hereto waives Company, Parent and Merger Sub hereby agrees that service of any defense of inconvenient forum process, summons, notice or document by U.S. registered mail to the maintenance respective addresses set forth in Section 9.6 shall be effective service of process for any action Action in connection with this Agreement or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretothe transactions contemplated hereby. EACH OF THE PARTIES HERETO TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. (c) Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself and each of the Company Related Parties hereby: (i) agrees that any Proceeding, including all issues and questions, involving the Financing Parties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of 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 the appellate courts thereof) and each party hereto irrevocably submits itself and its property with respect to any such Proceeding to the jurisdiction of such courts; (ii) agrees that any such Proceeding shall be governed by the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, except as otherwise provided in any applicable definitive document relating to the Financing; (iii) agrees not to bring or support or permit any of the Company Related Parties to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any 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 the appellate courts thereof); (iv) agrees that service of process upon the Company or any of its Subsidiaries in any such Proceeding shall be effective if notice is given in accordance with Section 9.6; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court; (vi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Proceeding brought against the Financing Parties in any way arising out of or relating to this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (vii) agrees that that: (i) none of the Financing Parties will have any liability to the Company Related Parties (in each case, other than Parent and its Affiliates) and (ii) that none of the Company Related Parties (in each case, other than Parent and Parent’s Affiliates) will have any rights as against the Financing Parties, in each case, relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (viii) agrees that the Financing Parties are express third party beneficiaries of, and may enforce this Section 9.5(c) and that such provisions, as well as the definition of “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Parties. (d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY 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 TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMPANY (ON BEHALF ITSELF AND ITS SUBSIDIARIES) AND EACH OF THE OTHER PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THE MERGER OR THE PERFORMANCE THEREOF OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.5.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and Bond shall be construed and enforced in accordance with, for all purposes according to the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of Nevada (excluding its conflicts of lawlaw provisions). Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareAny legal suit, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action or proceeding arising out of or relating to based upon this Agreement or any shall be instituted in the courts of the transactions contemplated by this AgreementState of Nevada in each case located in Xxxxx County, (b) agrees that all claims in respect and each party irrevocably submits to the exclusive jurisdiction 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 in the Subscription Agreement shall be effective service of process for any suit, action or other proceeding shall be heard and determined brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, (c) shall action, or any proceeding in such courts and irrevocably waive and agree not attempt to deny plead or defeat such personal jurisdiction by motion or other request for leave from claim in any such court and (d) shall not bring that any action such suit, action, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement brought in any other court. Each of the parties hereto waives any defense of such court has been brought in an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect theretoforum. EACH OF THE PARTIES HERETO HEREBY PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS BOND IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDBOND.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to This Agreement and submits the transactions contemplated hereby, and all disputes between the parties under or related to the exclusive personal jurisdiction of Agreement or the Court of Chancery facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the Laws of the State of Delaware, New Castle Countywithout regard to the application of Delaware principles of conflicts of laws. (b) Each of the parties hereto hereby irrevocably and unconditionally submits, orfor itself and its property, if that to the exclusive jurisdiction of any Delaware State court, or Federal court does not have jurisdictionof the United States of America, a federal court sitting in WilmingtonDelaware, Delaware (the "Delaware Courts") and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated by this Agreementhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (bii) agrees that all claims any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by Law, in such Federal court, (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 venue of any such action or proceeding in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny Delaware State or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other Federal court. Each of the parties hereto waives agrees that a final judgment in any defense of inconvenient forum to the maintenance of any such action or proceeding so brought shall be conclusive and waives may be enforced in other jurisdictions by suit on the judgment or in any bond, surety or other security that might be required manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.6. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other Person with respect thereto. manner permitted by Law. (c) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE EITHER OF SUCH ACTION IN WHICH A JURY TRIAL WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 10.5.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all Actions (whether at law, and in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect regard to principles of conflicts of law. Each party hereto agrees that it shall bring any Action between the parties or involving any member of the parties hereto Company Group or Parent Group (aother than the Financing Sources) consents arising out of or related to and submits to this Agreement or the exclusive personal jurisdiction of transactions contained in or contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any state or federal court within the State of Delaware) (together with the appellate courts thereof, New Castle Countythe "Chosen Courts"), orand solely with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, if (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that court does the Chosen Courts are an inconvenient forum or do not have jurisdiction, a federal court sitting in Wilmington, Delaware jurisdiction over any party hereto or any member of the Company Group or Parent Group (other than the "Delaware Courts"Financing Sources) and (iv) agrees that service of process upon such party in any action such Action shall be effective if notice is given in accordance with Section 8.6 of this Agreement. Notwithstanding the foregoing, each of the parties hereto agrees that (x) the Financing Letters and all Actions (whether at law, in contract or proceeding arising in tort) that may be based upon, arise out of or relate to the Financing Letters, or the negotiation, execution or performance thereof, shall, except as otherwise expressly provided therein, be governed by and construed in accordance with the Laws of the State of New York without regard to principles of conflicts of law, and (y) such party shall not bring or support any Action of any kind or description, whether in law or in equity, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby (including the Financing), (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in including but not limited to any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding dispute arising out of or relating to the Debt Financing or the performance thereof, in any 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 the appellate courts thereof). The provisions of this Agreement Section 8.5 shall be enforceable by each Financing Source, its Affiliates and their respective successors and permitted assigns. In no event shall Parent, Guarantors, the GS Investors or any of the transactions contemplated by their respective Affiliates other than GSLP and Xxxxxxx Xxxxx & Co., Inc., be considered a Financing Source or an Affiliate thereof for purposes of this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondSection 8.5. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYFINANCING LETTERS OR AGAINST THE FINANCING SOURCES. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.5.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Maryland (other than with respect to agreements made and issues relating to the Partnership Merger that are required to be performed solely thereingoverned by the DRULPA), in each case without giving effect regard to principles its rules of conflicts conflict of law. laws that would result in the application of any laws other than those specified above. (b) Each of the parties hereto hereby (ai) consents irrevocably submits to and submits agrees to be subject to the exclusive personal jurisdiction of the Circuit Court of Chancery Baltimore City, Maryland and/or the U.S. District Court for the District of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware Maryland (the "Delaware Chosen Courts") in ), for the purpose of any action claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or any the actions of the transactions contemplated by this Agreementparties hereto in the negotiation, administration, performance and enforcement thereof, (bii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court, and (div) shall agrees that it will not (except for a suit on the judgment as expressly permitted by Section 8.4(d)) bring any action claim, action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other courtthan a Chosen Court. In any judicial proceeding in the Courts of the State of Maryland, each of the parties further consents to the assignment of such proceeding to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). (c) Each of the parties hereto waives any defense of inconvenient forum irrevocably consents to the maintenance service of the summons and complaint and any other process in any other claim, suit, action or proceeding so brought relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 8.3 and waives any bond, surety or other security that might be required nothing in this Section 8.4 shall affect the right of any party hereto to serve legal process in any other Person with respect thereto. manner permitted by Law. (d) Each party hereto agrees that a final judgment in any claim, 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. (e) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.4(e).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Maryland (other than with respect to agreements made issues relating to the Company Merger and the Partnership Merger that are required to be performed solely thereingoverned by the DRULPA or DLLCA), in each case without giving effect regard to principles its rules of conflicts conflict of law. laws that would result in the application of any laws other than those specified above. (b) Each of the parties hereto hereby (ai) consents irrevocably submits to and submits agrees to be subject to the exclusive personal jurisdiction of the Circuit Court of Chancery Baltimore City, Maryland and/or the U.S. District Court for the District of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware Maryland (the "Delaware “Chosen Courts") in ”), for the purpose of any action claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or any the actions of the transactions contemplated by this Agreementparties hereto in the negotiation, administration, performance and enforcement thereof, (bii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court, and (div) shall agrees that it will not (except for a suit on the judgment as expressly permitted by Section 8.4(d)) bring any action claim, action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other courtthan a Chosen Court. Each In any judicial proceeding, each of the parties hereto waives any defense of inconvenient forum further consents to the maintenance assignment of any action proceeding in the Courts of the State of Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDsuccessor thereof).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underAgreement, including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed and enforced in accordance with, with and governed by the domestic substantive laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles any choice of law or conflicts of law. Each law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto (a) consents to and submits hereby irrevocably submit to the exclusive personal jurisdiction of the Court state and federal courts located in the Borough of Chancery of Manhattan within the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting York in Wilmington, Delaware (the "Delaware Courts") in connection with any action or proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably waives, to the fullest extent permitted by this Agreementapplicable law, (b) agrees that all claims any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other courtdispute. Each of the parties hereto agrees that a judgment rendered in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto hereby waives any defense of inconvenient forum to the maintenance fullest extent permitted by applicable law any right it may have to a trial by jury in respect of any action legal proceeding directly or proceeding so brought and waives indirectly arising out of, under or in connection with this Agreement or any bondtransaction contemplated hereby. Each party hereto (i) certifies that no representative, surety agent or other security that might be required attorney of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVESparty has represented, TO THE FULLEST EXTENT PERMITTED BY LAWexpressly or otherwise, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDthat such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.9.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made underTHIS AGREEMENT SHALL BE INTERPRETED, and shall be construed and enforced in accordance with, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES. The parties hereby irrevocably submit to the laws jurisdiction of the courts of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each the Federal courts of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction United States of the Court of Chancery of America located in the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting Delaware in each case in Wilmington, Delaware (provided that unless required by Law or court rule, the "Delaware Courts"parties shall not commence litigation in Federal Court unless there is already related pending litigation in such court) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Merger and other transactions contemplated hereby or thereby, and hereby waive, and agree not to assert, as a defense in any action action, suit or proceeding arising out for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or relating to that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by such courts, and the transactions contemplated by this Agreement, (b) agrees parties hereto irrevocably agree that all claims in with respect of to such action or proceeding shall be heard and determined in any such a State of Delaware or Federal court, (c) shall not attempt . The parties hereby consent to deny or defeat such personal jurisdiction by motion or other request for leave from and grant any such court jurisdiction over the Person of such parties and (d) shall not bring over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding arising out of in the manner provided in Section 9.6 or relating to this Agreement or any of the transactions contemplated in such other manner as may be permitted by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought Law shall be valid and waives any bond, surety or other security that might be required of any other Person with respect theretosufficient service thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN OR AMONG ANY OF THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH. NO ANY PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH MAY FILE AN ORIGINAL COUNTERPART OR A JURY TRIAL HAS BEEN WAIVED COPY OF THIS AGREEMENT WITH ANY OTHER ACTION IN WHICH A JURY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDBY JURY.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "“Delaware Courts"”) in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all Actions (whether at law, and in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect regard to principles of conflicts of law. Each party hereto agrees that it shall bring any Action between the parties or involving any member of the parties hereto Company Group or Parent Group (aother than the Financing Sources) consents arising out of or related to and submits to this Agreement or the exclusive personal jurisdiction of transactions contained in or contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any state or federal court within the State of Delaware) (together with the appellate courts thereof, New Castle Countythe “Chosen Courts”), orand solely with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, if (ii) waives any objection to the laying of venue in any such Action in the Chosen Courts, (iii) waives any objection that court does the Chosen Courts are an inconvenient forum or do not have jurisdiction, a federal court sitting in Wilmington, Delaware jurisdiction over any party hereto or any member of the Company Group or Parent Group (other than the "Delaware Courts"Financing Sources) and (iv) agrees that service of process upon such party in any action such Action shall be effective if notice is given in accordance with Section 8.6 of this Agreement. Notwithstanding the foregoing, each of the parties hereto agrees that (x) the Financing Letters and all Actions (whether at law, in contract or proceeding arising in tort) that may be based upon, arise out of or relate to the Financing Letters, or the negotiation, execution or performance thereof, shall, except as otherwise provided herein, be governed by and construed in accordance with the Laws of the State of New York without regard to principles of conflicts of law and (y) such party shall not bring or support any Action of any kind or description, whether in law or in equity, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby (including the Financing), (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in including but not limited to any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding dispute arising out of or relating to this Agreement the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the transactions contemplated 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 the appellate courts thereof). The provisions of this Section 8.5 shall be enforceable by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought each Financing Source, its Affiliates and waives any bondtheir respective successors and permitted assigns. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYFINANCING LETTER OR AGAINST THE FINANCING SOURCES. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.5.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Maryland (other than with respect to agreements made and issues relating to the Partnership Conversion that are required to be performed solely thereingoverned by the CRULPA), in each case without giving effect regard to principles its rules of conflicts conflict of law. laws that would result in the application of any laws other than those specified above. (b) Each of the parties hereto hereby (ai) consents irrevocably submits to and submits agrees to be subject to the exclusive personal jurisdiction of the Circuit Court of Chancery Baltimore City, Maryland and/or the U.S. District Court for the District of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware Maryland (the "Delaware “Chosen Courts") in ”), for the purpose of any action claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or any the actions of the transactions contemplated by this Agreementparties hereto in the negotiation, administration, performance and enforcement thereof, (bii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court, and (div) shall agrees that it will not (except for a suit on the judgment as expressly permitted by Section 8.4(d)) bring any action claim, action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other courtthan a Chosen Court. In any judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Courts of the State of Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). (c) Each of the parties hereto waives any defense of inconvenient forum irrevocably consents to the maintenance service of the summons and complaint and any other process in any other claim, suit, action or proceeding so brought relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 8.3 and waives any bond, surety or other security that might be required nothing in this Section 8.4 shall affect the right of any party hereto to serve legal process in any other Person with respect thereto. manner permitted by Law. (d) Each party hereto agrees that a final judgment in any claim, 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. (e) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.4(E).

Governing Law and Venue; Waiver of Jury Trial. (1) This Agreement is made under, and agreement shall be deemed to be made in and in all respects shall be interpreted, construed and enforced governed by and in accordance with, with the laws of the State Laws of Delaware applicable without regard to agreements made and to be performed solely therein, without giving effect to principles of the conflicts of law. Each of the parties hereto law principles thereof. (ai) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, New Castle CountyOR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. (ii) Except for claims seeking injunctive or other equitable relief, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action controversy or proceeding claim arising out of or relating to this Agreement or a breach thereof, shall be settled by binding, confidential arbitration in Los Angeles, California (or such other location as may be agreed to by the parties) to be administered by the AAA in accordance with its then-prevailing Commercial Rules of Arbitration. Buyer and Seller shall select an arbitrator from a list provided by the AAA that is mutually satisfactory to them. If Buyer, on the one hand, and Seller, on the other, are unable to agree on an arbitrator, then each shall choose an arbitrator from a list provided by the AAA. The two arbitrators so selected shall then select a third arbitrator mutually satisfactory to them from the list provided by the AAA. The single arbitrator so selected by the aforesaid procedure shall hear the dispute and decide it. The arbitrator selected shall not be a present or former officer, employee, consultant or representative of any of the transactions contemplated parties or any of their Affiliates. The arbitrator shall have a background and training in the general areas of law covered by this Agreement. The arbitrator shall have the right to award costs, (b) agrees that all claims in respect of such action or proceeding fees and expenses including, without limitation, the arbitrator’s fees and reasonable attorneys’ fees, to the prevailing party. A party shall be heard and determined entitled to have a judgment entered on the determination or decision of the arbitrator in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any competent jurisdiction. The award of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought arbitrator shall be binding and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDfinal on all parties.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made undershall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware Delaware, regardless of the laws that might otherwise govern under any applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of lawlaws thereof. Each of the parties hereto (a) consents to and hereby irrevocably submits to the exclusive personal jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court of Chancery of for the State of Delaware, New Castle Countyfor the purpose of any action, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action suit or other proceeding arising out of or relating to this Agreement or the actions of Parent, H&H Acquisition Sub, H&H Group, Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereby irrevocably agrees that all claims with respect to such action or proceeding may be heard and determined exclusively in any Delaware state or Federal court. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any action, suit or other proceeding arises out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement, (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (diii) shall not bring irrevocably consents to the service of process in any action action, suit or other proceeding arising out of or relating to this Agreement Agreement, the Merger or any of the other transactions contemplated by this Agreement, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth above, and nothing in this Section 8.08 shall affect the right of any party to serve legal process in any other manner permitted by Law and (iv) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other courtthan the Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). The parties hereto agree that a final judgment in any such action, suit 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; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement. Each of the parties party hereto waives any defense of inconvenient forum to the maintenance of any action (i) certifies that no representative, agent or proceeding so brought and waives any bond, surety or other security that might be required attorney of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVESparty has represented, TO THE FULLEST EXTENT PERMITTED BY LAWexpressly or otherwise, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDthat such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 8.08(b).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under(a) All disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto Delaware. (ab) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in In any action or proceeding between or among any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties hereto: (bi) irrevocably and unconditionally consents and submits, for itself and its property, to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in Delaware); (ii) agrees that all claims in respect of such action or proceeding shall must be commenced, and may be heard and determined determined, exclusively in the Court of Chancery of the State of Delaware (or, if applicable, such Federal court); (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 venue of any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out in the Court of or relating to this Agreement or any Chancery of the transactions contemplated State of Delaware (and, if applicable, such Federal court); and (iv) waives, to the fullest extent permitted by this Agreement Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any other the Court of Chancery of the State of Delaware (or, if applicable, such Federal court). Each of the parties hereto waives agrees that a final judgment in any defense of inconvenient forum to the maintenance of any such action or proceeding so brought and waives may be enforced in other jurisdictions by suit on the judgment or in any bond, surety or other security that might be required manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other Person with respect thereto. manner permitted by Law. (c) EACH OF THE PARTIES PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.10.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underAgreement, all questions concerning the construction, interpretation and validity of this Agreement, the rights and obligations of the parties hereto, all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, and 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 or as an inducement to enter this Agreement) shall be governed by and construed and enforced in accordance withwith the laws of the State of Nevada, including its statutes of limitations, without giving effect to any choice or conflict of law provision or rule (whether in Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Nevada and without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. In furtherance of the foregoing, the laws of the State of Delaware applicable to agreements made and to be performed solely thereinNevada will control even if under such jurisdiction’s choice of law or conflict of law analysis, without giving effect to principles the substantive law of conflicts of law. Each of the some other jurisdiction would ordinarily or necessarily apply. (b) The parties hereto (a) consents to and submits hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of any federal or state court sitting in the State of DelawareNevada over all claims or causes of action (whether in contract or tort) that may be based upon, New Castle Countyarise out of or relate to this Agreement, oror the negotiation, if that court does not have jurisdictionexecution or performance of this Agreement (including any claim or cause of action based upon, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action or proceeding arising out of or relating related to any representation or warranty made in or in connection with this Agreement or any of the transactions contemplated by as an inducement to enter into this Agreement, (b) and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding shall Action related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any dispute brought in such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any defense of inconvenient forum for the transactions contemplated by this Agreement in any other courtmaintenance of such dispute. Each of the parties hereto waives agrees that a judgment in any defense of inconvenient forum to such dispute may be enforced in other jurisdictions by suit on the maintenance of any action judgment or proceeding so brought and waives any bond, surety or other security that might be required of in any other Person with respect thereto. manner provided by Law. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO EXPRESSLY WAIVES THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING CLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT) BROUGHT BY OR AGAINST IT THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK AS AN INDUCEMENT 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 WAIVEDENTER INTO THIS AGREEMENT).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all actions (whether at law, and in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect regard to principles of conflicts of law. Each party hereto agrees that it shall bring any Action between the parties arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 8.6. (b) Notwithstanding the foregoing, each of the parties hereto agrees (aon behalf of itself and its controlled Affiliates) consents to and submits to that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the exclusive personal jurisdiction of the Court of Chancery of the State of DelawareLenders or their Representatives, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or way relating to this Agreement or any of the transactions contemplated by this Agreement (including any dispute arising out of or relating in any way to the Financing, the Debt Commitment Letter or any other courtletter or agreement related to the Financing or the performance thereof), in any forum other than any state or federal court sitting in the Borough of Manhattan in the City of New York. Each Notwithstanding the foregoing, claims and actions that may be based upon, arise out of, or relate to, the Financing or involve the Lenders for the Financing or their Representatives (whether in law, contract, tort, equity or otherwise) shall be governed by and construed in accordance with the laws of the parties hereto waives State of New York, without giving effect to any defense choice of inconvenient forum to law or conflict of law provision or rule (whether of the maintenance State of New York or any other jurisdiction) that would cause the application of the law of any action or proceeding so brought and waives any bond, surety or jurisdiction other security that might be required than the State of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDNew York.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all actions (whether at law, and in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof or thereof shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect regard to principles of conflicts of law. Each party hereto agrees that it shall bring any Action between the parties or involving any member of the Company Group or Parent Holdco, Parent, Merger Sub or any of their Subsidiaries arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto or any member of the Company Group or Parent Holdco, Parent, Merger Sub or any of their Subsidiaries and agrees that delivery of notice in accordance with Section 8.6 shall constitute valid and enforceable service of legal process in any such Action; provided, that nothing herein shall limit such party’s ability to serve legal process in any other manner permitted by law. (b) Notwithstanding anything herein to the contrary, each of the parties hereto (ai) consents to and submits to agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") Financing Sources in any action or proceeding arising out of or 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 relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in 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 (band appellate courts thereof), (ii) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (iii) agrees that all claims service of process, summons, notice or document by registered mail addressed to it at its address provided in respect Section 8.14 shall be effective service of process against it for any such action or proceeding shall be heard and determined brought in any such court, (civ) shall not attempt waives and hereby irrevocably waives, to deny the fullest extent permitted by law, any objection which it may now or defeat hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such personal jurisdiction by motion or other request for leave from action in any such court and (dv) agrees that a final judgment in any such action shall not bring any action be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondmanner provided by law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYDEBT FINANCING INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE RELATED PARTY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.5(c).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Maryland (provided, however, that the Partnership Merger and the effects thereof shall be governed by and construed in accordance with the Laws of the State of Delaware), in each case without regard to agreements made and to be performed solely therein, without giving effect to principles its rules of conflicts conflict of law. laws. (b) Each of the parties hereto (a) consents to and hereby irrevocably submits to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware Maryland and to the jurisdiction of the United States District Court for the State of Maryland (the "Delaware “MD Courts") in ”), for the purpose of any action claim, action, suit or proceeding (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such claim, suit, action or proceeding may be heard and determined exclusively in any MD Court. (c) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any other claim, suit, action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 9.3 and nothing in this Section 9.4 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law, (ii) consents to submit itself to the personal jurisdiction of the MD Courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (biii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court MD Court, and (div) shall agrees that it will not bring any claim, suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other courtthan the MD Courts. Each of the parties party hereto waives agrees that a final judgment in any defense of inconvenient forum to the maintenance of any claim, suit, action or proceeding so brought shall be conclusive and waives any bond, surety may be enforced in other jurisdictions by suit on the judgment or other security that might be required of in any other Person with respect thereto. manner provided by Law. (d) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.4(d).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and shall be construed and enforced in accordance withwith the Laws of the State of Delaware, the laws without giving effect to any choice or conflict of Laws provision or rule (whether of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles or any other jurisdiction) that would cause the application of conflicts the Laws of law. any jurisdiction other than the State of Delaware. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any legal proceeding relating to this Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 10.7 or in such other manner as may be permitted by applicable Law, and nothing in this Section 10.5 will affect the right of any party to serve legal process in any other manner permitted by applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any legal proceeding to the exclusive personal general jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, Delaware and any state appellate court therefrom within the State of Delaware (or, if that court does not have jurisdictionthe Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, a any federal court sitting in Wilmington, Delaware within the State of Delaware) (the "Delaware “Chosen Courts"”) in the event that any action dispute or proceeding arising controversy arises out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby or thereby, (biii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any legal proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, tried and determined only in the Chosen Courts, (v) waives any objection that it may now or hereafter have to the venue of any such legal proceeding in the Chosen Courts or that such legal proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (dvi) shall agrees that it will not bring any action or legal proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any legal proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by this Agreement suit on the judgment or in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondmanner provided by applicable Law. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, THE MERGER, THE LIMITED GUARANTEES, THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYFINANCING (INCLUDING ANY SUCH LEGAL PROCEEDING INVOLVING FINANCING SOURCES). EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL 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 WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 10.5.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all disputes, and claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with, with the laws Laws of the State of Delaware applicable Maryland (other than with respect to agreements made and issues relating to the Company Merger that are required to be performed solely thereingoverned by the DRULPA), in each case without giving effect regard to principles its rules of conflicts conflict of law. laws. (b) Each of the parties hereto hereby (ai) consents irrevocably submits to and submits agrees to be subject to the exclusive personal jurisdiction of the Court of Chancery courts of the State of DelawareMaryland and/or the U.S. District Court for the District of Maryland, New Castle Countyfor the purpose of any claim, oraction, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or any the actions of the transactions contemplated by this Agreementparties hereto in the negotiation, administration, performance and enforcement thereof, (bii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only a state or federal court sitting in or for the State of Maryland with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court court, and (div) shall agrees that it will not (except for a suit on the judgment as expressly permitted by Section 8.4(d)) bring any action claim, action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the U.S. District Court for the District of Maryland or a Maryland state court. . (c) Each of the parties hereto waives any defense of inconvenient forum irrevocably consents to the maintenance service of the summons and complaint and any other process in any other claim, suit, action or proceeding so brought relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 8.3 and waives any bond, surety or other security that might be required nothing in this Section 8.4 shall affect the right of any party hereto to serve legal process in any other Person with respect thereto. manner permitted by Law. (d) Each party hereto agrees that a final judgment in any claim, 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. (e) EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 8.4(E).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of lawCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (a) consents unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), and each of the parties hereby irrevocably submits to the exclusive personal jurisdiction of the Court aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of Chancery or relating to this Agreement and the transactions contemplated hereby. Each of the State of parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, New Castle Countyother than actions in any court of competent jurisdiction to enforce any judgment, ordecree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, if that court does and agrees not have jurisdictionto assert, by way of motion or as a federal court sitting in Wilmingtondefense, Delaware (the "Delaware Courts") counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding shall be heard and determined in any such courtcourt is brought in an inconvenient forum, (cii) shall not attempt to deny or defeat the venue of such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any suit, action or proceeding arising out of is improper or relating to (iii) this Agreement Agreement, or any of the transactions contemplated subject matter hereof, may not be enforced in or by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondsuch courts. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.5.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is shall be deemed to be made underin and in all respects shall be interpreted, construed, and shall be construed governed by, and enforced in accordance with, the substantive laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting without regard to the conflict of law principles thereof. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in Wilmington, Delaware, including the Delaware (the "Delaware Courts") in Court, for any action or proceeding litigation arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action the Weblink Prearranged Plan or proceeding shall be heard the Metrocall Prearranged Plan and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement (and agree not to commence any litigation relating thereto except in such Delaware courts), waive any objection to the laying of venue of any such litigation in such Delaware courts and agree not to plead or claim in any other court. Each of the parties hereto waives any defense of such Delaware court that such litigation brought therein has been brought in an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondforum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE, EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all actions, proceedings, or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, and the transactions contemplated hereby or the actions of the Parties in the negotiation, administration, performance and enforcement hereof and thereof shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect to principles any choice or conflict of conflicts laws provision or rule (whether of lawthe State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto Parties agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. (ab) consents to and Each of the Parties (i) irrevocably submits itself to the exclusive personal jurisdiction of the Court of Chancery of each state or federal court sitting in the State of Delaware, New Castle Countyas well as to the jurisdiction of all courts to which an appeal may be taken from such courts, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby, (bii) agrees that all claims in respect of every such suit, action or proceeding shall be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is unavailable in or declined by the Court of Chancery, then all such claims shall be brought, heard and determined exclusively in any such courtother state or federal court sitting in the State of Delaware), (ciii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and court, (div) shall agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any other court. Each of the parties hereto , and (v) waives any defense of inconvenient forum to the maintenance of any suit, action or proceeding so brought and waives brought. (c) Each Party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 5.3 in any bondsuch action or proceeding by mailing copies thereof by registered or certified U.S. mail, surety postage prepaid, return receipt requested, to its address as specified in or other security that might be required pursuant to Section 5.1. However, the foregoing shall not limit the right of a Party to effect service of process on any other Person with respect thereto. Party by any other legally available method. (d) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO CONSOLIDATE ANY ENFORCE THE FOREGOING WAIVER; (ii) SUCH ACTION IN WHICH A JURY TRIAL PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (iii) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 5.3(d).

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underAgreement, and all Causes of Action (whether in contract, tort or statute) that may be based upon, arise out of or relate 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 or as an inducement to enter into this Agreement), shall be construed governed by, and enforced in accordance with, the laws Laws of the State of Delaware applicable to agreements made and to be performed solely thereinNew York, including its statutes of limitations, without giving effect to any borrowing statute or applicable principles of conflicts of law. Each law to the extent that the application of the parties hereto laws (aincluding statutes of limitation) consents to and submits to the exclusive personal of another jurisdiction of the Court of Chancery (whether of the State of DelawareNew York or any other jurisdiction) would be required thereby. (b) By its execution and delivery of this Agreement, New Castle Countysubject to the commencement of the Chapter 11 Cases, oreach Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Bankruptcy Court for the purpose of any Cause of Action, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby. At any time prior to the filing of the Chapter 11 Cases, (b) agrees that all claims each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state or federal courts located within in respect the Borough of such action or proceeding shall be heard and determined Manhattan, the City of New York in the State of New York for purposes of any such courtaction, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other courthereby. Each party hereto hereby consents to service of process in the parties hereto waives any defense of inconvenient forum to manner and at the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. address set forth in Section 10.8. (c) EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION BASED UPON, ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL 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 WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT, THE RESTRUCTURING TERM SHEET AND THE DEFINITIVE DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 10.12(C).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (a) consents to This Agreement shall be governed by and submits to construed in accordance with the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware, New Castle Countywithout regard to the conflicts of Law rules (whether of the State of Delaware or of any other jurisdiction) that would cause the application of Laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if that such court does shall not have jurisdiction, a any federal court sitting located in Wilmingtonthe State of Delaware or other Delaware state court, Delaware and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the "Delaware Courts"appropriate appellate courts therefrom) in any action such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or proceeding arising out of or relating hereafter have to this Agreement or any the laying of the transactions contemplated by this Agreementvenue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.1 shall be deemed effective service of process on such party. (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made underand all Actions (whether at law, in contract, in tort, or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law that would require the application of any Law other than the State of Delaware, including with respect to statutes of limitations; provided, however, that with respect to any claim (whether at law or in equity, whether in contract, tort, statute or otherwise) brought against any of the Debt Financing Lenders in accordance with this Section 10.5, the foregoing shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of lawNew York. Each of party hereto agrees that it shall bring any Action between the parties hereto arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the Delaware Court of Chancery (aor, only if the Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and any appellate court thereof (the “Chosen Courts”), and with respect to any such Action (i) consents to and irrevocably submits to the exclusive personal jurisdiction of the Court of Chancery of Chosen Courts, (ii) waives any objection to laying venue in any such Action in the State of DelawareChosen Courts, New Castle County, or, if (iii) waives any objection that court does the Chosen Courts are an inconvenient forum or do not have jurisdiction, a federal court sitting in Wilmington, Delaware jurisdiction over any party hereto and (the "Delaware Courts"iv) agrees that service of process upon such party in any action such Action shall be effective if notice is given in accordance with Section 10.6. Notwithstanding the foregoing, the parties may enforce any judgment rendered in the Chosen Courts in any court of competent jurisdiction as provided by applicable Law. Notwithstanding the foregoing, the parties may enforce any judgment rendered in the Chosen Courts in any court of competent jurisdiction as provided by applicable Law. Notwithstanding the foregoing, each party hereto agrees that it will not bring any Action, whether in law or proceeding arising out of in equity, whether in contract or in tort or otherwise, against any Debt Financing Lender in any way relating to this Agreement Agreement, the Transaction Debt Financing or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in including but not limited to any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding dispute arising out of or relating in any way to this Agreement the Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the transactions contemplated by this Agreement State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in any other court. Each the Federal courts, the United States District Court for the Southern District of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought New York sitting in New York County (and waives any bondappellate courts thereof). (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT (INCLUDING IN CONNECTION WITH ANY ACTION OR PROCEEDING AGAINST ANY DEBT FINANCING LENDER). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY WILL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN WAIVED WITH ANY INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER ACTION THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 10.5(B).

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be construed and enforced in accordance with, the laws (a) THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CHOICES OR CONFLICTS OF LAW (whether of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each or any other jurisdiction) that would cause the application of the parties hereto (a) consents to and submits to the exclusive personal laws of any jurisdiction of the Court of Chancery of other than the State of Delaware, New Castle County, or, if . Each party hereto agrees that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the "Delaware Courts") in it shall bring any action or proceeding in respect of any claim arising out of or relating related to this Agreement or any of the transactions contained in or contemplated by this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, exclusively in the Chosen Courts, and in connection with claims (bincluding counterclaims and defenses) arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 4.6, (v) waives any claim that this Agreement, or the subject matter hereof, may not be enforced in or by the Chosen Courts, and (vi) agrees that all claims service of process upon such party in respect of any such action or proceeding shall be heard and determined effective if notice is given in any such courtaccordance with Section 4.1 of this Agreement. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.RIGHT

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under, and shall be governed by, construed and enforced in accordance with, with the laws of the State of Delaware applicable New York without regard to agreements made and to be performed solely therein, without giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties party hereto (a) consents to and irrevocably submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delawarestate or federal courts located in New York County, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware York (the "Delaware Courts"or any appellate courts thereof) in connection with any action actions, claims, litigation or proceeding other legal proceedings arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementhereby (a “Proceeding”), (b) agrees that all claims service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in respect of such action or proceeding Section 9(i) shall be heard effective service of process for any Proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 9(c), and determined (c) waives and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, (c) shall not attempt to deny that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any of offsets or counterclaims in any such Proceeding. Each party hereto agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the transactions contemplated by this Agreement judgment or in any other courtmanner provided by law or in equity. Each party hereby knowingly, voluntarily and intentionally waives the right it may have to a trial by jury in respect to any Proceeding based hereon, or arising out of, under, or in connection with this Agreement and any agreement contemplated to be executed in connection herewith, or any course of the parties hereto waives any defense conduct, course of inconvenient forum to the maintenance dealing, statements (whether verbal or written) or actions of any action party in connection with such agreements, in each case whether now existing or proceeding so brought hereafter arising and waives any bondwhether in tort, surety contract or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDotherwise.

Governing Law and Venue; Waiver of Jury Trial. This Agreement is made under(A) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, and shall be construed and enforced in accordance with, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the laws jurisdiction of the courts of the State of Delaware applicable to agreements made or New York and to be performed solely therein, without giving effect to principles of conflicts of law. Each the Federal courts of the parties hereto (a) consents to and submits to United States of America located in the exclusive personal jurisdiction State of Delaware or the Court of Chancery Southern District of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting York solely in Wilmington, Delaware (respect of the "Delaware Courts") in any action or proceeding arising out interpretation and enforcement of or relating to the provisions of this Agreement or any and the Stock Option Agreement and of the documents referred to in this Agreement and the Stock Option Agreement, and in respect of the transactions contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement and the Stock Option Agreement or any such document may not be enforced in or by this Agreementsuch courts, (b) agrees and the parties hereto irrevocably agree that all claims in with respect of to such action or proceeding shall be heard and determined in any such a Delaware State or Federal court, (c) shall not attempt . The parties hereby consent to deny or defeat such personal jurisdiction by motion or other request for leave from and grant any such court jurisdiction over the person of such parties and (d) shall not bring over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding arising out of in the manner provided in Section 9.6 or relating to this Agreement or any of the transactions contemplated in such other manner as may be permitted by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought law shall be valid and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDsufficient service thereof.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed by and construed and enforced in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect regard to principles of the conflicts of law. Each of the parties hereto law rules (a) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery whether of the State of Delaware or of any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The Parties agree that any action seeking to enforce any provision of, New Castle Countyor based on any matter arising out of or in connection with, this Agreement or the Transactions (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if that such court does shall not have jurisdiction, a any federal court sitting located in Wilmingtonthe State of Delaware or other Delaware state court, Delaware and each of the Parties irrevocably consents to the jurisdiction of such courts (and of the "Delaware Courts"appropriate appellate courts therefrom) in any such action and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or proceeding arising out of or relating hereafter have to this Agreement or any the laying of the transactions contemplated by this Agreementvenue of any such action in any such court or that any such action brought in any such court has been brought in an inconvenient forum. Process in any such action may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 4.1 shall be deemed effective service of process on such Party. (b) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.