Common use of Governing Law and Venue Clause in Contracts

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the Court of Chancery of the State of Delaware or, to the extent such principles or rules would require or permit court does not have subject matter jurisdiction, the application United States District Court for the District of Delaware or, to the extent that neither of the Laws foregoing courts has jurisdiction, the Superior Court of another jurisdiction other than the State of New YorkDelaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts located in the State of New York. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York Delaware, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County state of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawMaryland. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the state of Maryland for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of effect for notices and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedings or questions concerning the construction, validity, enforcement and interpretation of this Warrant.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts located in the State of New York. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Law.law. Form of Warrant

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware (collectively, the “Delaware Courts”). Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the Court of Chancery of the State of Delaware or, to the extent such principles or rules would require or permit court does not have subject matter jurisdiction, the application United States District Court for the District of Delaware or, to the extent that neither of the Laws foregoing courts has jurisdiction, the Superior Court of another jurisdiction other than the State of New YorkDelaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed construed and enforced in accordance with with, and all questions concerning the Laws construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York Delaware, without giving effect to its principles any choice of law or rules of conflict of Laws to law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdictions) that would require or permit cause the application of the Laws laws of another jurisdiction any jurisdictions other than the State of New YorkDelaware. Any actionExcept as otherwise required by Section 15 of this Warrant, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or any action brought by the Company concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York State a state or federal court or Federal court of the United States of America sitting in the County of New York located in the State of New YorkDelaware. Each Any action brought by the Holder concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in either (a) a state or federal court located in the State of Delaware, or (b) a state or federal court located in the Commonwealth of Massachusetts. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the parties hereto agrees that Holder to realize on any collateral or any other security, or to enforce a final judgment or other court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction, or (subject to any appeals therefromii) relating to any such Proceeding shall limit, or shall be conclusive and may be enforced in other jurisdictions by suit on the judgment deemed or in any other manner provided by Law. Each party hereto hereby irrevocably submits construed to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do solimit, any objection which it may now or hereafter have to the laying provision of venue of any such Proceeding in any such court in accordance with the provisions Section 15 of this Section 5.3Warrant. Each of the parties hereto The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of and any claim that such suit, action or proceeding is brought in an inconvenient forum to or that the maintenance venue of such Proceeding in any such courtsuit, action or proceeding is improper (including but not limited to based upon forum non conveniens). Each of the parties hereto hereby THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to such party’s process being served in any suit, action or proceeding in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Warrant and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. The prevailing party in any action or dispute brought in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other jurisdiction.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the Laws personal jurisdiction of the Court of Chancery of the State of New York without giving effect to its principles or rules Delaware or, if such Court of conflict of Laws to Chancery shall lack subject matter jurisdiction, the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each Delaware, solely in respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement, and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or US-DOCS\91977828.5 that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on such courts, and the judgment parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereby consent to and grant any other manner provided by Law. Each party hereto hereby irrevocably submits to such court jurisdiction over the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesparties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 15 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York Nevada, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County state of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawCalifornia. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the state of California, County of Los Angeles for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of effect for notices and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedings or questions concerning the construction, validity, enforcement and interpretation of this Warrant.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with If a dispute arises between the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising parties including disputes that may arise out of or relating relates to this Agreement or the transactions contemplated hereby shall breach, termination, or validity thereof (hereinafter “Dispute”), and if a Dispute cannot be brought solely and exclusively settled through direct discussions, the parties agree that a federal or state court located in any New York State court or Federal court of the United States of America sitting Fayette County, in the County of New York in the State of New York. Each of Commonwealth Kentucky, is an appropriate forum and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits consent to the exclusive jurisdiction of such courts courts. AS SUCH, ANY AND ALL ACTIONS, SUITS, OR OTHER LEGAL PROCEEDINGS ARISING FROM OR REGARDING THIS AGREEMENT AND ANY DISPUTE BETWEEN THE PARTIES (INCLUDING ANY ACTION BY EXECUTIVE AGAINST ANOTHER COMPANY EMPLOYEE(S) OR AGENT(S)) SHALL BE BROUGHT EXCLUSIVELY IN A STATE OR FEDERAL COURT SITUATED WITHIN FAYETTE COUNTY IN THE COMMONWEALTH OF KENTUCKY. THE PARTIES WAIVE ANY OBJECTION A PARTY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING IN FAYETTE COUNTY THE LOCATION OF THE PRINCIPAL OFFICE OF THE COMPANY; provided, however, that an action or ancillary proceeding to enforce injunctive relief or a judgment obtained by a party in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it said Fayette County court may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding be in any such court appropriate forum. This Agreement shall be deemed to have been entered into in the Commonwealth of Kentucky; this Agreement is a contract performable wholly or partly within the Commonwealth of Kentucky; and this Agreement as well as any Dispute shall be governed by, enforced and interpreted in accordance with the provisions of this Section 5.3. Each laws of the parties hereto hereby irrevocably waivesCommonwealth of Kentucky notwithstanding its conflict of law provisions. In any action by Company against Executive in any forum, Executive waives personal service of any summons, complaint or other process and agrees that the service thereof may be made personally or by registered or certified mail directed to the fullest extent permitted by LawExecutive at his/her home address. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawSUIT OR OTHER LEGAL PROCEEDING.

Governing Law and Venue. THIS AGREEMENT, TOGETHER WITH ANY CLAIM, DISPUTE, REMEDY OR LEGAL PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY RELIEF OR REMEDIES SOUGHT BY THE PARTIES, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the Parties (ai) This Agreement shall be construedsubmits to the exclusive jurisdiction of the Bankruptcy Court (or, performed and enforced in accordance with if the Laws Bankruptcy Court declines to accept jurisdiction over a particular matter, then the Chancery Court of the State of New York without giving effect to its principles or rules Delaware, and if the Chancery Court of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any actionDelaware declines jurisdiction, claimthen any state or federal court sitting in Delaware) in any Action arising out of or relating to this Agreement, demand, or proceeding (a “Proceeding”ii) agrees that all claims in respect of such Action may be heard and determined in any such court and (whether sounding in contract, tort, equity or otherwiseiii) agrees not to bring any Action arising out of or relating to this Agreement (whether on the basis of a claim sounding in contract, tort or the transactions contemplated hereby shall be brought solely and exclusively otherwise) in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkother court. Each of the parties hereto Parties agrees that a final judgment in any such Action shall be conclusive (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to of the exclusive jurisdiction of such courts in respect of any such Proceeding, and Parties hereby irrevocably and unconditionally 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 Proceeding Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such Delaware or federal court in accordance with the provisions of this Section 5.37.3. Each of the parties hereto Parties hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court. Each of the parties hereto Parties hereby irrevocably and unconditionally agrees that, consents to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.37.5. Nothing in this Agreement will affect the right of any party to this Agreement Party to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement shall The Michigan Business Corporation Act will govern all questions concerning the due authorization and issuance of the Warrant Shares issuable upon the exercise of this Warrant. All other questions concerning the construction, validity, enforcement and interpretation of this Warrant will be construed, performed governed by and construed and enforced in accordance with the Laws internal procedural and substantive laws of the State of New York, without regard to the principles of conflicts of law thereof. All legal proceedings concerning the construction, validity, enforcement and interpretation of this Warrant (whether brought against the Company or the Holder or their respective Affiliates, directors, officers, shareholders, employees or agents) will be commenced exclusively (a) in the United States District Court for the state of New York located in the Southern District of New York and (b) in a state court of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting located in the County of New York in the State county of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such the foregoing courts in respect for the adjudication of any such Proceeding, and hereby irrevocably and unconditionally waives, to dispute arising in connection with this Warrant for the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue adjudication of any such Proceeding dispute arising in any such court in accordance connection with the provisions of this Section 5.3. Each of the parties hereto Warrant and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent permitted jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by Lawits acceptance of this Warrant, the defense Holder hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such Proceeding process being served in any such court. Each suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the parties hereto hereby irrevocably address in effect for notices to it under the Securities Purchase Agreement and unconditionally agrees that, to the fullest extent permitted by applicable Law, that such service will constitute good and sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, notice thereof. Nothing contained herein will be effective service of process for deemed to limit in any Proceeding in New York with respect to way any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construedIf a dispute arises between the parties, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising including disputes that may arise out of or relating relate to this Agreement or the transactions contemplated hereby shall be brought solely breach, termination, or validity thereof, or the compensation, promotion, demotion, discipline, discharge, or terms and exclusively in any New York State court or Federal court conditions of employment of the United States of America sitting Employee (hereinafter, a “Dispute”), and if a Dispute cannot be settled through direct discussions, the parties agree that a federal or state court located in Fayette County, in the County Commonwealth of New York in the State of New York. Each of Kentucky, is an appropriate forum and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits consent to the exclusive legal jurisdiction of such courts courts. AS SUCH, ANY AND ALL ACTIONS, SUITS, OR OTHER LEGAL PROCEEDINGS ARISING FROM OR REGARDING THIS AGREEMENT AND ANY DISPUTE BETWEEN THE PARTIES (INCLUDING ANY ACTION BY THE EMPLOYEE AGAINST ANOTHER EMPLOYEE OR AGENT OF THE EMPLOYER) SHALL BE BROUGHT EXCLUSIVELY IN A STATE OR FEDERAL COURT SITUATED WITHIN FAYETTE COUNTY IN THE COMMONWEALTH OF KENTUCKY. THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING IN FAYETTE COUNTY, THE LOCATION OF THE PRINCIPAL OFFICE OF THE EMPLOYER; provided, however, that an action or ancillary proceeding to enforce injunctive relief or a judgment obtained by a party in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it said Fayette County court may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding be in any such court appropriate forum. This Agreement shall be deemed to have been entered into in the Commonwealth of Kentucky; this Agreement is a contract performable wholly or partly within the Commonwealth of Kentucky; and this Agreement as well as any Dispute shall be governed by, enforced and interpreted in accordance with the provisions of this Section 5.3. Each laws of the parties hereto hereby irrevocably waivesCommonwealth of Kentucky, notwithstanding its conflict of law provisions. In any action by the Employer against the Employee in any forum, the Employee waives personal service of any summons, complaint or other process and agrees that the service thereof may be made personally or by registered or certified mail directed to the fullest extent permitted by LawEmployee at his home address. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawSUIT OR OTHER LEGAL PROCEEDING.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to in any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it such party may legally and effectively do so, any objection which it such party may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 5.3 shall not constitute a general consent to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section. Each of the parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “"Proceeding”") (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s 's address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Each of the Parties hereby irrevocably and unconditionally (a) submits, for itself and its principles or rules of conflict of Laws property, to the extent such principles or rules would require or permit the application exclusive jurisdiction and venue of the Laws Delaware Court of another Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction other than over a particular matter, the Superior Court of the State of New York. Any action, claim, demandDelaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or proceeding (a “Proceeding”) (whether sounding in contractif the Superior Court of the State of Delaware does not have jurisdiction, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal federal court of the United States of America sitting in the County of New York in the State of New York. Each Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Warrant, including the parties hereto negotiation, interpretation, execution or performance of this Warrant and agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts all claims in respect of any such ProceedingAction shall be heard and determined in the Delaware Courts, and hereby irrevocably and unconditionally (b) 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 Proceeding in any such court in accordance with Action arising out of or relating to this Warrant or the provisions negotiation, interpretation, execution or performance of this Section 5.3. Each Warrant in the Delaware Courts, including any objection based on its place of the parties hereto hereby irrevocably incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such courtcourt and (d) agrees that a final judgment in any 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 of the parties hereto hereby irrevocably consents and unconditionally agrees that, to the fullest extent permitted by applicable Law, that service of process process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to such party’s it at the applicable address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process 6(f) or in any other manner permitted by Lawapplicable law.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS ENTERED INTO AND TO BE WHOLLY PERFORMED IN SUCH STATE, EXCEPT TO THE EXTENT THAT MATTERS PROVIDED FOR HEREIN ARE REQUIRED TO BE GOVERNED BY THE FBCA OR U.S. FEDERAL LAW. The parties hereby irrevocably submit to the Laws exclusive jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (except if a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (matter is subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such the U.S. federal courts) and the U.S. federal courts located, in each case, in the Borough of Manhattan in respect of any such Proceedingthe interpretation and enforcement of this Agreement, the documents referred to in this Agreement and the transactions contemplated hereby and thereby. The parties hereby waive, and hereby irrevocably and unconditionally waivesagree not to assert, to as a defense in any action, suit or proceeding in respect of the fullest extent it may legally and effectively do so, any objection which it may now interpretation or hereafter have to the laying of venue enforcement hereof or of any such Proceeding 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 is not appropriate or that this Agreement or any such court document may not be enforced in accordance with the provisions of this Section 5.3. Each of or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined in such State of New York or U.S. federal courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees thatgrant, to the fullest extent permitted by applicable Law, service any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.7 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the Laws personal jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby irrevocably waivesconsent to and grant any such court jurisdiction over the person of such parties and, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws domestic laws of the State of New York Nevada without giving effect to its principles any choice or rules of conflict of Laws law provision or rule. Each Party hereby agrees and consents to be subject to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws state and federal courts located in Cxxxx County, Nevada, and hereby waive the right to assert the lack of another personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other than proceeding. In furtherance of the State foregoing, each of New York. Any actionthe Parties (a) waives the defense of inconvenient forum, claim(b) agrees not to commence any suit, demand, action or other proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the any transactions contemplated hereby shall be brought solely and exclusively other than in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto such court, and (c) agrees that a final judgment (subject to any appeals therefrom) relating to in any such Proceeding suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the or judgment or in any other manner provided by Lawlaw. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such ProceedingTHE PARTIES HEREBY KNOWINGLY, and hereby irrevocably and unconditionally waivesVOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY CERTIFIES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS REPRESENTATIVES HAS REPRESENTED, to the fullest extent it may legally and effectively do soEXPRESSLY OR OTHERWISE, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3THAT IT WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby irrevocably waivesFURTHER, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawEACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

Governing Law and Venue. (a) This Agreement shall All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents will be construed, performed governed by and construed and enforced in accordance with the Laws internal procedural and substantive laws of the State of New York Delaware, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Agreement or rules would require or permit the application of the Laws of another jurisdiction any other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) Transaction Document (whether sounding in contract, tort, equity or otherwise) arising out of or relating brought against a party to this Agreement or the transactions contemplated hereby shall its respective Affiliates, directors, officers, stockholders, employees or agents) will be brought solely and exclusively subject to the jurisdiction (a) in any New York the United States District Court for the State court or Federal of Delaware and (b) in a state court of the United States State of America sitting Delaware located in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawWilmington. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such the foregoing courts in respect for the adjudication of any such Proceeding, dispute arising in connection with this Agreement or any other Transaction Document and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of that such suit, action or proceeding is improper or is an inconvenient forum venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to the maintenance of such Proceeding process being served in any such court. Each suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the parties hereto hereby irrevocably address in effect for notices to it under this Agreement and unconditionally agrees that, to the fullest extent permitted by applicable Law, that such service will constitute good and sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, notice thereof. Nothing contained herein will be effective service of process for deemed to limit in any Proceeding in New York with respect to way any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construedTHIS OPTION AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed 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. The parties irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought Delaware solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Option Agreement and of the documents referred to in this Option Agreement, and in respect of the transactions contemplated by this Option Agreement and by those documents, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Option Agreement or of any such document, that it is not subject to this Option 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 Option Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 14(g) or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed 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 New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 8(k) or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw shall be valid and sufficient service thereof.

Governing Law and Venue. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (aWHETHER IN CONTRACT OR TORT) This Agreement THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES; provided, that, for the avoidance of doubt, all matters relating to the fiduciary duties of the board of directors of the Company shall be construed, performed and enforced in accordance with governed by Philippines law. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the Exchange and other transactions contemplated hereby or 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 or any such document may not be enforced in or by such courts, and the parties hereto hereby irrevocably waives, agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Delaware or Federal court to the fullest extent permitted by Law, exclusion of all other courts and venues. The parties hereby consent to and grant any such court jurisdiction over the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely heard and determined exclusively in any New York State federal court or Federal court of the United States of America sitting in the County Borough of Manhattan of The City of New York; provided , however , that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the State Borough of Manhattan of The City of New York. Each of Consistent with the preceding sentence, the parties hereto agrees that a final judgment hereby (subject to any appeals therefroma) relating to any such 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 party hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts any federal or state court sitting in respect the Borough of Manhattan of The City of New York for the purpose of any such ProceedingAction arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and hereby irrevocably and unconditionally waivesagree not to assert by way of motion, to the fullest extent it may legally and effectively do sodefense, any objection which it may now or hereafter have to the laying of venue of any such Proceeding otherwise, in any such court in accordance with Action, any claim that it is not subject personally to the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesabove-named courts, to that its property is exempt or immune from attachment or execution, that the fullest extent permitted by Law, the defense of Action is brought in an inconvenient forum to forum, that the maintenance of such Proceeding in any such court. Each venue of the parties hereto hereby irrevocably and unconditionally agrees thatAction is improper, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in or that this Agreement will affect or the right of any party to transactions contemplated by this Agreement to serve process may not be enforced in or by any other manner permitted by Lawof the above-named courts.

Governing Law and Venue. (a) This Agreement Assignment and the relationship of the Parties with respect to the transactions contemplated hereby shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of New York Texas without giving effect regard to its principles or rules conflicts of conflict laws principles; provided that in connection with the determination of Laws to any conveyancing matters the extent such principles or rules would require or permit the application laws of the Laws of another jurisdiction other than the State of New Yorkstate where such Property is located shall govern and control such determination. Any actiondispute, controversy, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) action arising out of or relating to this Agreement Assignment, any document or other agreement related to this Assignment, or any of the transactions contemplated hereby hereunder or thereunder shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal or state courts located in the city of Houston, Xxxxxx County, State of New YorkTexas. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefroma) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of each such courts court in respect of any such Proceedingdispute, and hereby irrevocably and unconditionally waivescontroversy, to the fullest extent it may legally and effectively do soclaim, or action, (b) waives any objection which it may now or hereafter have to the laying venue or to an inconvenient forum, (c) agrees that all such disputes, controversies, claims, and actions shall be heard and determined only in such courts, and (d) agrees not to bring any dispute, controversy, claim, or action arising out of venue of or relating to this Assignment or any such Proceeding in document or agreement related hereto or any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process transactions contemplated hereunder or thereunder in any other manner permitted by Lawforum. THE PARTIES HEREBY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Venue. (a) This Award and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Award or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 party hereto personal jurisdiction of said courts; hereby irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Grantee must accept the above Award in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the award date, then the Company may declare the Award null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution. APPENDIX A PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan For Performance Period FY2022 - FY2024 Terms and Conditions This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Grantee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Acquisition, the rights provided in Section 238 of the Companies Law (2013 Revision) of the Cayman Islands, the fiduciary or other duties of the board of directors of the Company and the internal corporate affairs of the Company. All Actions arising under the laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely heard and determined exclusively in any New York State federal court or Federal court of the United States of America sitting in the County Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the State Borough of Manhattan of The City of New York. Each of Consistent with the preceding sentence, the parties hereto agrees that a final judgment hereby (subject to any appeals therefroma) relating to any such 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 party hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts any federal or state court sitting in respect the Borough of Manhattan of The City of New York for the purpose of any such ProceedingAction arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and hereby irrevocably and unconditionally waivesagree not to assert by way of motion, to the fullest extent it may legally and effectively do sodefense, any objection which it may now or hereafter have to the laying of venue of any such Proceeding otherwise, in any such court in accordance with Action, any claim that it is not subject personally to the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesabove-named courts, to that its property is exempt or immune from attachment or execution, that the fullest extent permitted by Law, the defense of Action is brought in an inconvenient forum to forum, that the maintenance of such Proceeding in any such court. Each venue of the parties hereto hereby irrevocably and unconditionally agrees thatAction is improper, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in or that this Agreement will affect or the right of any party to transactions contemplated by this Agreement to serve process may not be enforced in or by any other manner permitted by Lawof the above-named courts.

Governing Law and Venue. (a) This Agreement shall be construedPURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, performed and enforced in accordance with THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each York in each case in the borough of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Manhattan solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of New York or Federal court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 10.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York California, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County state of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawMaryland. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the state of California, County of Los Angeles for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of effect for notices and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedings or questions concerning the construction, validity, enforcement and interpretation of this Warrant.

Governing Law and Venue. (a) This Agreement shall be construedEXCEPT AS PROVIDED IN SECTION 7.5, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY IN THAT STATE. All actions or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) proceedings arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely heard and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of determined, and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts the Delaware Chancery Court in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Delaware Chancery Court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 8.5 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This The execution, interpretation and performance of this Agreement shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of New York Delaware without giving effect to its principles or rules of any conflict of Laws to laws provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another any other jurisdiction other than the State of New YorkDelaware. Any action, claim, demand, Each Party agrees that it will bring any action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) respect of any claim arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware and any New York state appellate court therefrom within the State court of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or Federal state court of the United States of America sitting in the County of New York competent jurisdiction located in the State of New York. Each Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties hereto agrees that a final judgment this Agreement, (subject to any appeals therefromi) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts the Chosen Courts, (ii) waives any objection to laying venue in respect of any such Proceedingaction 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, and (iv) agrees that service of process upon such Party in any such action or proceeding will be effective if notice is given in accordance with Section 9.6. The parties hereby irrevocably consent to and unconditionally waivesgrant any such court jurisdiction over the person of such parties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will 9.6 or in such other manner as may be effective permitted by Law shall be valid and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3thereof. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement shall THIS LETTER AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Any action, suit or proceeding between the parties hereto may be construedbrought only in, performed and enforced in accordance with the Laws parties hereby irrevocably submit to the personal jurisdiction of, the Court of Chancery of the State of New York without giving effect to its principles or rules Delaware or, if such Court of conflict of Laws to Chancery shall lack subject matter jurisdiction, the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each Delaware, solely in respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this letter agreement, and in respect of the transactions contemplated by this letter agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourts, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process agree that all claims relating to such party’s address set forth action, proceeding or transactions shall be heard and determined in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawcourts.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser, Seller and Existing Operator 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts of the State of New York in respect of any such Proceeding, New York County and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of Purchaser, Seller and Existing Operator shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser, Seller or and Existing Operator is not subject personally to the parties hereto hereby irrevocably jurisdiction of the above-named courts, that Purchaser’s, Seller’s or and unconditionally Existing Operator’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and further agrees thatto waive, to the fullest extent permitted by under applicable Lawlaw, service the benefit of process any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to such party’s address set forth in Section 5.4which Seller, and in Existing Operator Purchaser or their successors or permitted assigns are entitled pursuant to the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right final judgment of any party to this Agreement to serve process in any other manner permitted by Lawcourt having jurisdiction.

Governing Law and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREOF (aOTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Agreement exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan, of the City of New York, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) This this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be construed, performed heard and enforced determined in accordance with such courts. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting America; provided, that, each such Party’s consent to jurisdiction and service contained in this Section 12 is solely for the County of New York purpose referred to in this Section 12 and shall not be deemed to be a general submission to said courts or in the State of New YorkYork other than for such purpose. Each of the parties hereto agrees that a final judgment (subject The Parties hereby consent to any appeals therefrom) relating to and grant any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on court jurisdiction over the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesParties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 11 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of the this Amendment shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York York, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Amendment (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County of New York in the State City of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the City of New York, Borough of Manhattan for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of effect for notices to it under this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of Amendment and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action, suit or proceeding to enforce any provisions of the this Amendment then, in addition to the obligations of the Company under Section 4.10 of the Original Agreement, which are incorporated into this Amendment the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law and Venue. (a) This Agreement agreement shall be construed, performed governed and enforced construed in accordance with the Laws laws of the State of New York York, without giving effect regard to its principles or rules of conflict of Laws laws principles thereof. The parties hereto agree that any Proceeding seeking to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demandenforce any provision of, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby Transactions shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York competent courts (federal and state) in the State of New York. Each , and each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in respect of any such Proceeding, Proceeding and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of any such court has been brought in an inconvenient forum to the maintenance of forum. Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each of Without limiting the parties hereto hereby irrevocably and unconditionally foregoing, each party agrees that, to the fullest extent permitted by applicable Law, that service of process to on such party’s address set forth party as provided in Section 5.4, and in the manner provided for notices in Section 5.4, will 7 shall be deemed effective service of process for any Proceeding in New York with respect to any matter to which on such party has submitted to jurisdiction as set forth in this Section 5.3party. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawEACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Governing Law and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREOF (aOTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Agreement exclusively in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, of the City of New York, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) This this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be construed, performed heard and enforced determined in accordance with such courts. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting America; provided, that, each such Party’s consent to jurisdiction and service contained in this Section 12 is solely for the County of New York purpose referred to in this Section 12 and shall not be deemed to be a general submission to said courts or in the State of New YorkYork other than for such purpose. Each of the parties hereto agrees that a final judgment (subject The Parties hereby consent to any appeals therefrom) relating to and grant any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on court jurisdiction over the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesParties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 11 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. To the extent that the General Corporation Law of the State of Delaware (athe “DGCL") This purports to apply to this Agreement, the DGCL shall apply. In all other cases, this Agreement and any and all matters arising directly or indirectly herefrom shall be construed, performed governed by and construed and enforced in accordance with the Laws Internal laws of the State of New York applicable to agreements made and to be performed entirely in such state, without giving effect to its the conflict or choice of law principles thereof. For all matters arising directly or rules indirectly from this Agreement ("Agreement Matters"), each of conflict of Laws the parties hereto hereby (a) irrevocably consents and submits to the extent such principles or rules would require or permit the application sole exclusive jurisdiction of the Laws United States District Court for the Southern District of another jurisdiction other than New York and any state court in the State of New York. Any York that Is located in New York County (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, claimlawsuit, demandarbitration, mediation, or other legal or quasi legal proceeding (a “Proceeding”") (whether sounding in contract, tort, equity directly or otherwise) indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court entitled to enforce an order or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourt in any United States or foreign court having jurisdiction over the other party, and hereby (b) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which is brought in accordance with any such court has been brought in an Inconvenient forum, (c) waives, to the provisions fullest extent permitted by law, any Immunity from jurisdiction of this Section 5.3. Each of the parties hereto hereby any such court or from any legal process therein, (d) irrevocably waives, to the fullest extent permitted by LawJaw, the defense any right to a trial by jury in connection with a Proceeding, (e) agrees not to commence any Proceeding other than in such courts, and (f) agrees that service of an inconvenient forum any summons, complaint, notice or other process relating to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and may be effected in the manner provided for notices in Section 5.4, will be effective service the giving of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction notice as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawherein.

Governing Law and Venue. 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 LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the Chancery Court of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and the Seller Stock Option and in respect of the transactions contemplated hereby and thereby and (b) waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction 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 the Seller Stock Option may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each 's jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.49.02, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. (aThis Bond is executed and delivered as an incident to a transaction(s) This Agreement negotiated and consummated in Xxxxxx County, Texas, and shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction Texas, other than the State conflicts of New Yorklaws principles thereof. Any actionSurety, claimfor itself and its successors and assigns, demand, or proceeding hereby irrevocably (a “Proceeding”i) (whether sounding in contract, tort, equity or otherwise) arising out of or relating submits to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court non-exclusive jurisdiction of the United States of America sitting in the County of New York state and federal courts in the State of New York. Each of the parties hereto agrees that a final judgment Texas, (subject to any appeals therefromii) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, any objection that may now or in the defense of an inconvenient forum future have as to the maintenance venue of such Proceeding any action, proceeding or litigation arising out of or in connection with this Bond brought in the District Court of Xxxxxx County, Texas, or in the United States District Court for the Western District of Texas, Austin Division, and (iii) agrees that any legal action or proceeding against Surety arising out of or in connection with this Bond may be brought in any such court. Each one of the parties hereto foregoing courts. Surety hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, that service of process to such party’s upon Surety may be made by certified or registered mail, return receipt requested, at its address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3specified herein. Nothing in this Agreement will herein shall affect the right of any party to this Agreement ERCOT to serve process in any other manner permitted by Lawlaw or shall limit the right of ERCOT to bring any action or proceeding against Surety or with respect to any of Surety’s property in courts in other jurisdictions. Any action or proceeding by Surety against ERCOT shall be brought only in a court located in Xxxxxx County, Texas. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Surety acknowledges that these waivers are a material inducement to ERCOT’s agreement to enter into the Agreement, that XXXXX has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this section are irrevocable on the part of both Surety and ERCOT and may not be modified without the agreement of both Surety and ERCOT in writing; these waivers apply to any future renewals, extensions, amendments, modifications, replacements or renewals of this Bond.

Governing Law and Venue. (aThis Bond is executed and delivered as an incident to a transaction(s) This Agreement negotiated and consummated in Travis County, Texas, and shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of conflict of Laws laws principles. Surety, for itself and its successors and assigns, hereby irrevocably (i) submits to the extent such principles or rules would require or permit the application non-exclusive jurisdiction of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely state and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts in the State of New York. Each of the parties hereto agrees that a final judgment Texas, (subject to any appeals therefromii) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection that may now or in the defense of an inconvenient forum future have as to the maintenance venue of such Proceeding any action, proceeding or litigation arising out of or in connection with this Bond brought in the District Court of Travis County, Texas, or in the United States District Court for the Western District of Texas, Austin Division, and (iii) agrees that any legal action or proceeding against Surety arising out of or in connection with this Bond may be brought in any such court. Each one of the parties hereto foregoing courts. Surety hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, that service of process to such party’s upon Surety may be made by certified or registered mail, return receipt requested, at its address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3specified herein. Nothing in this Agreement will herein shall affect the right of any party to this Agreement ERCOT to serve process in any other manner permitted by Lawlaw or shall limit the right of ERCOT to bring any action or proceeding against Surety or with respect to any of Surety’s property in courts in other jurisdictions. Any action or proceeding by Surety against ERCOT shall be brought only in a court located in Travis County, Texas. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Surety acknowledges that these waivers are a material inducement to XXXXX’s agreement to accept this Bond, that XXXXX has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this section are irrevocable on the part of both Surety and ERCOT and may not be modified without the agreement of both Surety and ERCOT in writing; these waivers apply to any future renewals, extensions, amendments, modifications, replacements or renewals of this Bond.

Governing Law and Venue. (a) This Agreement shall and any dispute to be determined in terms hereof, is construed, performed governed and enforced in accordance with ruled by New York law, without regard to rules of conflicts of law. Each party hereby irrevocably submits to the Laws exclusive jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to (“State Court”) and the extent such principles or rules would require or permit the application courts of the Laws United States of another jurisdiction other than America located in the State of New YorkYork (“Federal Court”), for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or out of any transaction contemplated hereby. Each party agrees that service of any process, summons, notice or document by personal delivery, by registered mail, or by a recognized international express delivery service to such party’s respective address set forth in Clause 22 (as such address may be changed by notice delivered pursuant to such section) shall be effective service of process for any action, suit or proceeding in the applicable Federal Court or State Court with respect to any matters to which it has submitted to jurisdiction in this Clause 17. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the applicable Federal Court or State Court, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Any actionaction brought arising out of or relating to this Agreement or out of any transaction contemplated hereby shall be conducted in English. Notwithstanding the foregoing, claimeither party shall have the right to seek exigent, demand, injunctive or temporary relief in any court of competent jurisdiction. Each party irrevocably waives any and all right to trial by jury in any legal proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawhereby.

Governing Law and Venue. (a) This Award and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Award or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 party hereto personal jurisdiction of said courts; hereby irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Grantee must accept the above Award in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Award null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution. Form approved August 2021 APPENDIX A RESTRICTED STOCK UNIT AGREEMENT Terms and Conditions This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides and/or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Grantee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser and Seller 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts in respect of any such Proceeding, New York and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of Purchaser and Seller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser or Seller is not subject personally to the parties hereto hereby irrevocably jurisdiction of the above-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and unconditionally further agrees thatto waive, to the fullest extent permitted by under applicable Lawlaw, service the benefit of process to such party’s address set forth in Section 5.4any defense that would hinder, and in xxxxxx or delay the manner provided for notices in Section 5.4levy, will be effective service execution or collection of process for any Proceeding in New York with respect to any matter amount to which such party has submitted Seller, Purchaser or their successors or permitted assigns are entitled pursuant to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right final judgment of any party to this Agreement to serve process in any other manner permitted by Lawcourt having jurisdiction.

Governing Law and Venue. (a) This The execution, interpretation, and performance of this Agreement shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of New York Delaware without giving effect to its principles or rules of any conflict of Laws to laws provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another any other jurisdiction other than the State of New YorkDelaware. Any action, claim, demand, Each Party agrees that it will bring any action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) respect of any claim arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware and any New York state appellate court therefrom within the State court of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or Federal state court of the United States of America sitting in the County of New York competent jurisdiction located in the State of New York. Each Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties hereto agrees that a final judgment this Agreement, (subject to any appeals therefromi) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts the Chosen Courts, (ii) waives any objection to laying venue in respect of any such Proceedingaction 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, and (iv) agrees that service of process upon such Party in any such action or proceeding will be effective if notice is given in accordance with Section 8.07. The parties hereby irrevocably consent to and unconditionally waivesgrant any such court jurisdiction over the person of such parties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will 8.07 or in such other manner as may be effective permitted by Law shall be valid and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3thereof. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. 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 LAWS OF THE STATE OF CALIFORNIA (a) This Agreement shall be construedEXCEPT FOR THE MATTERS SUBJECT TO THE CBCA (INCLUDING THE DUTIES OF THE DIRECTORS OF THE COMPANY AND THE PLAN OF ARRANGEMENT), performed and enforced in accordance with WHICH SHALL BE INTERPRETED, CONSTRUED, PERFORMED AND GOVERNED BY AND IN ACCORDANCE WITH THE CBCA), WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. The parties hereby irrevocably submit, to the Laws extent permitted by applicable law, to the exclusive jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to California and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting located in the County Northern District of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts California solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement, and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby (except for such matters that are exclusively subject to the jurisdiction of a Canadian court pursuant to the CBCA), 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 or any such document may not be enforced in or by such courts, and the parties hereto hereby irrevocably waives, to agree that it is the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance intention of such Proceeding party that all claims with respect to such action or proceeding shall be heard and determined in such a California State or Federal court. The parties hereby consent to and grant any such court. Each court jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 6.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed construed and enforced in accordance with with, and all questions concerning the Laws construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York Delaware, without giving effect to its principles any choice of law or rules of conflict of Laws to law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdictions) that would require or permit cause the application of the Laws laws of another jurisdiction any jurisdictions other than the State of New YorkDelaware. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) The Company and Holder consent to and expressly agree that the exclusive venue for litigation of any claims arising out of or relating to under this Agreement or the transactions contemplated hereby Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New YorkDelaware. Each of the parties hereto agrees that a final judgment (subject to For any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced litigation arising in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each connection with this Warrant, each party hereto hereby irrevocably (i) consents to and expressly submits to the exclusive personal jurisdiction of such courts any state or federal court sitting in respect the State of any such ProceedingDelaware, and hereby irrevocably and unconditionally waives, (ii) expressly submits to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of exclusive venue of any such Proceeding court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in the State of Delaware, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the Holder to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of the Holder, including through a legal action in any such court in accordance with the provisions of competent jurisdiction, or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 15 of this Section 5.3Warrant. Each of the parties hereto The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of and any claim that such suit, action or proceeding is brought in an inconvenient forum to or that the maintenance venue of such Proceeding in any such courtsuit, action or proceeding is improper (including but not limited to based upon forum non conveniens). Each of the parties hereto hereby THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to such party’s process being served in any suit, action or proceeding in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Warrant and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. The prevailing party in any action or dispute brought in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other jurisdiction.

Governing Law and Venue. (a) This Agreement 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 NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. Any lawsuit filed by Seller against Buyer shall be construedcommenced in a federal or state court of competent jurisdiction in Santa Clara County, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby California xxx any lawsuit filed by Buyer against Seller shall be brought solely and exclusively commenced in any New York State court a federal or Federal state court of the United States of America sitting competent jurisdiction in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive Fairfax or Loudoun County, Virginia, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each each party hereto hereby irrevocably submits to the exclusive personal jurisdiction of such courts court, and hereby waives, and agrees not to assert, as a defense in respect any action, suit or proceeding for the interpretation or enforcement hereof or of any such Proceedingdocument, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby irrevocably consent to and unconditionally waives, grant 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 Proceeding in any such court in accordance with jurisdiction over the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.3 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawapplicable law, shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Except to the extent the Laws of the State of Maryland or the Laws of the State of California are mandatorily applicable to the Merger, in which case the Laws of the State of Maryland or of the State of California, as applicable, shall govern, this Agreement shall be construeddeemed to be made in and in all respects shall be interpreted, performed construed and enforced governed by and in accordance with the Laws of the State of New York York, without giving effect regard to its principles or rules of the conflict of Laws law principles thereof. The Parties hereby irrevocably submit to the extent such principles or rules would require or permit the application jurisdiction of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting located in the County Borough of Manhattan of The City of New York in the State of New York. Each of the parties hereto agrees (provided, however, that a final judgment (subject to if such federal court does not have jurisdiction over any appeals therefrom) relating to any action, such Proceeding action shall be conclusive heard and may be enforced in other jurisdictions by suit on the judgment or determined exclusively in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts New York state court located in New York County), solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and the other documents referred to in this Agreement, and in respect of the parties 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 documents, 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 any such document may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such New York state or federal court. The Parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.07 or in such other manner as may be permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably shall be valid and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawthereof.

Governing Law and Venue. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York York, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County of New York in the State City of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the City of New York, Borough of Manhattan for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of effect for notices to it under this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of Agreement and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then, in addition to the obligations of the Company under Section 10, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law and Venue. (a) This Agreement shall and any action related thereto will be construed, performed governed and enforced in accordance with interpreted by and under the Laws laws of the State of New York York, without giving effect to its any conflicts of laws principles or rules of conflict of Laws to the extent such principles or rules would that require or permit the application of the Laws law of another a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction other than and venue in the State state and federal courts for the county in which Company’s principal place of New York. Any action, claim, demand, business is located for any lawsuit filed there against Subscriber by Company arising from or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating related to this Agreement or Agreement. The United Nations Convention on Contracts for the transactions contemplated hereby shall International Sale of Goods does not apply to this Agreement. The laws of the jurisdiction where Subscriber is located may be brought solely and exclusively in any different from New York State court law. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Software, Documentation, or Federal court Services hereunder. o Subscriber agrees not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. o If any provision of America sitting in this Agreement is, for any reason, held to be invalid or unenforceable, the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of Agreement will remain enforceable and the parties hereto hereby irrevocably waives, invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the fullest maximum extent permitted by Lawlaw. Without limiting the generality of the foregoing, Subscriber agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the subsection titled Limited Warranty. o Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. o Except as provided in the sections titled Limited Warranty and Indemnification, the defense parties’ rights and remedies under this Agreement are cumulative. Subscriber acknowledges that the Services, Software, and Documentation contain valuable trade secrets and proprietary information of an inconvenient forum to the maintenance of such Proceeding in Company, that any such court. Each actual or threatened breach of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted sections titled Intellectual Property or Confidentiality or any other breach by applicable Law, service Subscriber of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York its obligations with respect to Intellectual Property Rights of Company will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy. In such case, Company will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any matter Software, Documentation, or any portions thereof, that Subscriber attempts to which such import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party has submitted will be entitled to jurisdiction as set forth receive its attorneys’ fees, court costs, and other collection expenses, in this Section 5.3. Nothing in this Agreement will affect the right of any party addition to this Agreement to serve process in any other manner permitted by Lawrelief it may receive.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, performed and enforced in accordance with 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 ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE. The Parties hereby irrevocably submit to the Laws exclusive jurisdiction of the Court of Chancery of the State of New York without giving effect to its principles Delaware located in Wilmington, Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or rules of conflict of Laws to proceeding, the extent such principles or rules would require or permit the application federal courts of the Laws United States of another jurisdiction other than America located in the City of Wilmington in the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding Delaware in contract, tort, equity or otherwise) respect of all matters arising out of or relating to this Agreement or Agreement, the transactions contemplated hereby shall be brought solely interpretation and exclusively in any New York State court or Federal court enforcement of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3Agreement, 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 or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in such courts. Each of The Parties hereby consent to and grant any such court jurisdiction over the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding 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 court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service 12.1 of process for any Proceeding the Combination Agreement or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawapplicable Laws shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York York, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement and any documents delivered in connection herewith (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County of New York in the State City of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the City of New York, Borough of Manhattan for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including, without limitation, with respect to the enforcement of this Agreement), and hereby irrevocably and unconditionally waives, and agrees not to assert in any action, suit or proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of effect for notices to it under this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of Agreement and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Agreement or any documents delivered in connection herewith, then, in addition to the obligations of the Company under Section 11, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The Parties hereby irrevocably submit to the Laws personal jurisdiction of the Court of Chancery of the State of New York without giving effect to its principles or rules Delaware or, if such Court of conflict of Laws to Chancery shall lack subject matter jurisdiction, the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each Delaware, solely in respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement, and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on such courts, and the judgment Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The Parties hereby consent to and grant any other manner provided by Law. Each party hereto hereby irrevocably submits to such court jurisdiction over the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesparties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 16 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser and Seller 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of the state courts of the State of New York in New York County and to the jurisdiction of the United States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Agreement or as otherwise permitted by such courts law, shall be necessary in respect of order to confer jurisdiction upon a party in any such Proceeding, and hereby irrevocably and unconditionally waivescourt. Nothing in the foregoing shall be deemed to prohibit Purchaser, to the fullest extent it may legally required by law, from bringing a claim hereunder in the jurisdiction where the particular Facility is located in connection with the exercise of Purchaser’s equitable or provisional remedies hereunder. Each of Purchaser and effectively do soSeller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any objection which it may now suit, action or hereafter have to the laying of venue of any such Proceeding proceeding brought in any such court in accordance with court, any claim that either Purchaser or Seller is not subject personally to the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesabove-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and further agrees to waive, to the fullest extent permitted by Lawunder applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of an inconvenient forum any amount to which Seller, Purchaser or their successors or permitted assigns are entitled pursuant to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right final judgment of any party to this Agreement to serve process in any other manner permitted by Lawcourt having jurisdiction.

Governing Law and Venue. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (aWHETHER IN CONTRACT OR TORT) This Agreement THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES; provided, that, for the avoidance of doubt, the tender offer in the Philippines, and all matters relating to the fiduciary duties of the Board of Directors of Company, shall be construed, performed and enforced in accordance with governed by Philippines law. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the Offer and other 45 transactions contemplated hereby or 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 or any such document may not be enforced in or by such courts, and the parties hereto hereby irrevocably waives, agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Delaware or Federal court to the fullest extent permitted by Law, exclusion of all other courts and venues. The parties hereby consent to and grant any such court jurisdiction over the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 6.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construedEXCEPT AS REQUIRED BY MANDATORY ----------------------- PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW, performed and enforced in accordance with AS AMENDED, 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 NEW YORK 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 New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or County, and the Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts , New York County, solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 8(k) or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw shall be valid and sufficient service thereof.

Governing Law and Venue. 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 LAWS OF THE STATE OF DELAWARE (OTHER THAN CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. With respect to the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, and with respect to any and all claims, disputes, actions or proceedings (each a “Dispute”) arising in connection with this Agreement and the transactions contemplated hereby, the parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting located in Suffolk County, Massachusetts in the County event of New York a Dispute initiated by Seller, any Seller Indemnified Party or any of their respective Affiliates; (b) irrevocably submit to the jurisdiction of the federal courts of the United States of America located in San Diego County, California in the State event of New York. Each a Dispute initiated by Buyer, Parent, any Buyer Indemnified Party or any of their respective Affiliates and (c) waive, and agree not to assert, as a defense in any action, suit or proceeding for the parties hereto agrees interpretation or enforcement hereof, that a final judgment (it is not subject to any appeals therefrom) relating to any such Proceeding shall jurisdiction or that such action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourts, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each ’s jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.47.3, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. Waiver of Jury Trial. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW. The Parties irrevocably submit to the Laws exclusive jurisdiction of the Court of Chancery of the State of New York without giving effect to its principles or rules of conflict of Laws Delaware, or, to the extent such principles or rules would require or permit the application court of Chancery does not have subject matter jurisdiction, the federal courts of the Laws United States of another jurisdiction other than America for the State District of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) Delaware with respect to all matters arising out of or relating to this Agreement or and 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 hereby by this Agreement, and 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 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 or proceeding shall be brought solely heard and determined exclusively in any New York State court such Court of Chancery or Federal court of the United States of America sitting in the County of New York in the State of New Yorkfederal court. Each of the parties hereto agrees The Parties agree that a final judgment (subject to any appeals therefrom) relating to in any such Proceeding any 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. Each party hereto hereby irrevocably submits The Parties consent to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in grant any such court in accordance with jurisdiction over the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding 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 court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 6.3 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service. 30 (b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 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 LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. 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 6.12(b). Section 6.13.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The Parties hereby irrevocably submit to the Laws personal jurisdiction of the Court of Chancery of the State of New York without giving effect to its principles or rules Delaware or, if such Court of conflict of Laws to Chancery shall lack subject matter jurisdiction, the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each Delaware, solely in respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement, and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on such courts, and the judgment Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The Parties hereby consent to and grant any other manner provided by Law. Each party hereto hereby irrevocably submits to such court jurisdiction over the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesParties and, 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 12 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser and Seller 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts of the State of New York in respect of any such Proceeding, New York County and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of Purchaser and Seller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser or Seller is not subject personally to the parties hereto hereby irrevocably jurisdiction of the above-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and unconditionally further agrees thatto waive, to the fullest extent permitted by under applicable Law, service the benefit of process any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to such party’s address set forth in Section 5.4which Seller, and Purchaser or their successors or permitted assigns are entitled pursuant to the final judgment of any court having jurisdiction. Notwithstanding the foregoing, any actions may be brought in the manner provided for notices courts of the State in Section 5.4, will be effective service which any Property is located as necessary to enforce any judgment of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth a court referenced in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law13.7.

Governing Law and Venue. (a) This Agreement shall be construedPURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, performed and enforced in accordance with THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT MATTERS PROVIDED FOR HEREIN ARE REQUIRED TO BE GOVERNED BY THE FBCA. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each York in each case in the borough of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Manhattan solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of New York or Federal court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 10.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall will be construed, performed governed by and enforced in accordance with construed under the Laws laws of the State of New York Delaware without giving effect regard to its conflicts-of-laws principles or rules of conflict of Laws to the extent such principles or rules that would require or permit the application of any other law. Any Action or Proceeding arising out of this Agreement shall be brought and maintained exclusively in the Laws courts of another jurisdiction other than the State of New YorkDelaware. Any action, claim, demand, The parties irrevocably submit to the jurisdiction of the courts of the State of Delaware and appellate courts from any thereof for the purpose of any Action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity Proceeding based hereon or otherwise) arising out of or relating to this Agreement and each party irrevocably agrees to be bound by any judgment rendered thereby in connection with such Action or Proceedings. The parties hereto irrevocably consent to the transactions contemplated hereby shall be brought solely and exclusively in service of process out of any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such aforementioned courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with Action or Proceeding by the provisions delivery of this Section 5.3. Each of the parties hereto hereby irrevocably waives, copies thereof by overnight courier to the fullest extent permitted by Law, the defense of an inconvenient forum address for such party to the maintenance of which notices are deliverable hereunder. Any such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will shall be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3upon delivery. Nothing in this Agreement will herein shall affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable Legal Requirement. The parties hereto hereby waive any right to stay or dismiss any Action or Proceeding under or in connection with this Agreement brought before the foregoing courts on the basis of (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) that such Action or Proceeding is brought in an inconvenient forum, that venue for the Action or Proceeding is improper or that this Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Governing Law and Venue. (a) This Agreement shall be construedIf a dispute arises between the parties, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising including disputes that may arise out of or relating relate to this Agreement or the transactions contemplated hereby shall be brought solely breach, termination, or validity thereof, or the compensation, promotion, demotion, discipline, discharge, or terms and exclusively in any New York State court or Federal court conditions of employment of the United States of America sitting Employee (hereinafter, a “Dispute”), and if a Dispute cannot be settled through direct discussions, the parties agree that a federal or state court located in Fayette County, in the County Commonwealth of New York in the State of New York. Each of Kentucky, is an appropriate forum and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits consent to the exclusive legal jurisdiction of such courts courts. AS SUCH, ANY AND ALL ACTIONS, SUITS, OR OTHER LEGAL PROCEEDINGS ARISING FROM OR REGARDING THIS AGREEMENT AND ANY DISPUTE BETWEEN THE PARTIES (INCLUDING ANY ACTION BY THE EMPLOYEE AGAINST ANOTHER EMPLOYEE OR AGENT OF THE COMPANY) SHALL BE BROUGHT EXCLUSIVELY IN A STATE OR FEDERAL COURT SITUATED WITHIN FAYETTE COUNTY IN THE COMMONWEALTH OF KENTUCKY. THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING IN FAYETTE COUNTY, THE LOCATION OF THE PRINCIPAL OFFICE OF THE COMPANY; provided, however, that an action or ancillary proceeding to enforce injunctive relief or a judgment obtained by a party in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it said Fayette County court may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding be in any such court appropriate forum. This Agreement shall be deemed to have been entered into in the Commonwealth of Kentucky; this Agreement is a contract performable wholly or partly within the Commonwealth of Kentucky; and this Agreement as well as any Dispute shall be governed by, enforced and interpreted in accordance with the provisions of this Section 5.3. Each laws of the parties hereto hereby irrevocably waivesCommonwealth of Kentucky, notwithstanding its conflict of law provisions. In any action by the Company against the Employee in any forum, the Employee waives personal service of any summons, complaint or other process and agrees that the service thereof may be made personally or by registered or certified mail directed to the fullest extent permitted by LawEmployee at his home address. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawSUIT OR OTHER LEGAL PROCEEDING.

Governing Law and Venue. ENFORCEMENT; WAIVER OF JURY TRIAL. (a) This Agreement shall be construedTHIS AMENDMENT 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 KENTUCKY WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties agree that irreparable damage would occur in the event that any of the provisions of this Amendment were not performed and enforced in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Laws parties shall be entitled to an injunction or injunctions to prevent breaches of this Amendment and to enforce specifically the terms and provisions of this Amendment in any court of the State United States located in the Commonwealth of New York without giving effect Kentucky, this being in addition to its principles any other remedy to which they are entitled at law or rules of conflict of Laws in equity. The parties hereby irrevocably submit to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting located in the County Commonwealth of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Kentucky solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Amendment and of the documents referred to in this Amendment, and in respect of the transactions contemplated hereby, 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 Amendment or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Kentucky Federal court. The parties hereby irrevocably waives, consent to and grant any such court exclusive jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 2.5 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall All questions concerning the construction, validity, enforcement and interpretation of this Stock Appreciation Right will be construed, performed governed by and construed and enforced in accordance with the Laws internal procedural and substantive laws of the State of New York, without regard to the principles of conflicts of law thereof. The Company and, by its acceptance of this Stock Appreciation Right, the Holder each agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Stock Appreciation Right (whether brought against the Company or the Holder or their respective Affiliates, directors, officers, shareholders, employees or agents) will be solely and exclusively subject to the jurisdiction (a) in the United States District Court for the state of New York located in the Southern District of New York and (b) in a state court of the State of New York without giving effect to its principles or rules of conflict of Laws to located in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State county of New York. Any actionThe Company and, claimby its acceptance of this Stock Appreciation Right, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto Holder each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such the foregoing courts in respect for the adjudication of any such Proceeding, dispute arising in connection with this Stock Appreciation Right and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent permitted jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by Lawits acceptance of this Stock Appreciation Right, the defense Holder each hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such Proceeding process being served in any such court. Each suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the parties hereto hereby irrevocably address in effect for notices to it under this Agreement and unconditionally agrees that, to the fullest extent permitted by applicable Law, that such service will constitute good and sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, notice thereof. Nothing contained herein will be effective service of process for deemed to limit in any Proceeding in New York with respect to way any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York Jersey, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding each Seller and Purchaser 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts in respect of any such Proceeding, the State of New Jersey and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the District of New Jersey for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of the parties hereto hereby irrevocably each Seller and unconditionally agrees thatPurchaser shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that such Seller or Purchaser is not subject personally to the fullest jurisdiction of the above-named courts, that such Seller’s or Purchaser’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Notwithstanding the foregoing, (A) to the extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for that any Proceeding in New York remedy hereunder with respect to any matter the Regency Property requires that an action be brought in a court in the State of New York, such action may be commenced and prosecuted in such court and each of Purchaser and Sellers submit to which the jurisdiction of the state courts of the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York for such party has submitted purposes, and (B) to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process extent New York law mandatorily applies in any other manner permitted by Lawproceeding referenced in clause (A), New York law shall govern to such extent.

Governing Law and Venue. (a) This Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal laws of the United States of America sitting in the County and internal laws of New York in the State of New YorkIllinois applicable to contracts made and to be performed in such state (without regard to the principle of conflicts of law applicable under Illinois law). Each It is the intent of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, the defense laws of an inconvenient forum the State of Illinois shall govern this Agreement. To the maximum extent permitted by law, Assured hereby agrees that all actions or proceedings arising in connection with this agreement or any course of conduct, course of dealing, statements (whether written or oral) or actions of Assured in respect thereof (whether sounding in tort or contract or otherwise) be tried and determined exclusively in the Superior Court of the State of Illinois, Sangamon County, or the United States District Court for the Central District of Illinois. To the maximum extent permitted by law, Assured hereby expressly waives any rights it may have to assert the doctrine in any intrastate or interstate proceeding of Forum Non Conveniens o to object to venue to the maintenance extent any proceeding is brought in accordance with the foregoing Section. ASSURED AGREES THAT THE SOLE AND EXCLUSIVE VENUE FOR ANY PROCEEDING INITIATED BY ASSURED SHALL BE THE SUPERIOR COURT OF THE STATE OF ILLINOIS, IN THE COUNTY OF SANGAMON OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF ILLINOIS. To the maximum extent permitted by law, Assured hereby expressly and irrevocably submits to the personal jurisdiction of the courts of the State of Illinois and of the United States District Court for the Central District of Illinois for the purpose of any and all litigation arising under this agreement or any other document, and irrevocably agrees to be bound by any judgment rendered thereby in connection with such Proceeding litigation. Assured further irrevocably consents to the service of process of the complaint and summons in any such courtlitigation by certified or registered mail, postage prepaid, at the address of Assured provided herein. Each Assured hereby represents that it has been represented by competent counsel of its choice in the parties hereto hereby irrevocably negotiation and unconditionally agrees thatexecution of this Agreement and all other documents associated with the contemplated transaction; that it has read and fully understood the terms hereof; that Assured and its counsel have been afforded an opportunity to review, negotiate and modify the terms of each document, and that it intends to be bound hereby. In accordance with the foregoing, the general rule of construction to the fullest extent permitted by applicable Law, service of process effect that any ambiguities in a contract are to such party’s address set forth in Section 5.4, and be resolved against the party drafting the contract shall not be employed in the manner provided for notices in Section 5.4, will be effective service construction and interpretation of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in or any other manner permitted by Lawdocument between the parties. Notwithstanding the foregoing, H. D. Xxxxx may, at its option, commence a cause of action in a state or federal court located outside of Illinois.

Governing Law and Venue. (a) This Agreement Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be construedexclusively governed by, performed and enforced construed in accordance with with, the Laws laws of the State of New York Delaware, without giving effect to its principles or rules of conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New Yorkjurisdiction. Any action, claim, demand, In connection with any legal action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity brought with respect to this Agreement or otherwise) arising out any of the obligations under or relating to this Agreement or Agreement, each party hereto hereby irrevocably and unconditionally submits to the transactions contemplated hereby shall be brought solely and exclusively exclusive jurisdiction of the Court of Chancery in the State of Delaware or, in the event (but only in the event) that the Court of Chancery in the State of Delaware declines to accept jurisdiction over a particular matter, any New York State court or Federal federal court of the United States of America sitting in the County of New York in the State of New YorkDelaware. Each Without limiting the generality of the parties foregoing, each party hereto irrevocably and unconditionally agrees that a final judgment (subject service of any process, summons, notice or document by recognized courier service to the respective addresses referred to in Section 10.11 shall be effective service of process for any appeals therefrom) relating to legal action or proceeding brought against such party in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawcourt. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any such Proceeding legal action or proceeding brought with respect to this Agreement or any of the obligations under or relating to this Agreement in the Court of Chancery in the State of Delaware (or only if the Court of Chancery in the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court of the United States of America sitting in the State of Delaware), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of that any such Proceeding legal action or proceeding brought in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth court has been brought in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawan inconvenient forum.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of the courts of the State and enforced County of New York and the Federal courts of the United States of America located in accordance with the Laws Southern District of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter to which of such party has submitted to jurisdiction as set forth dispute and agree that mailing of process or other papers in this Section 5.3. Nothing connection with any such action or proceeding in this Agreement will affect the right of any party to this Agreement to serve process in any such other manner as may be permitted by Lawlaw shall be valid and sufficient service thereof.

Governing Law and Venue. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (aWHETHER IN CONTRACT OR TORT) This Agreement THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES; provided, that, for the avoidance of doubt, the tender offer in the Philippines, and all matters relating to the fiduciary duties of the Board of Directors of Company, shall be construed, performed and enforced in accordance with governed by Philippines law. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the Offer and other transactions contemplated hereby or 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 or any such document may not be enforced in or by such courts, and the parties hereto hereby irrevocably waives, agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Delaware or Federal court to the fullest extent permitted by Law, exclusion of all other courts and venues. The parties hereby consent to and grant any such court jurisdiction over the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 6.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Award and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Award or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 party hereto personal jurisdiction of said courts; hereby irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Grantee must accept the above Award in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Award null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution. APPENDIX A RESTRICTED STOCK UNIT AGREEMENT Terms and Conditions This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides and/or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Grantee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. EXCEPT AS OTHERWISE REQUIRED UNDER BELGIUM LAW, 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 LAWS OF THE STATE OF DELAWARE (OTHER THAN CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the Chancery Court of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and in respect of the transactions contemplated hereby and thereby and (b) waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction 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 may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each 's jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.49.02, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. EXCEPT WITH RESPECT TO MATTERS RELATING TO THE ISSUANCE OF THE MERGER SHARES, WHICH ARE GOVERNED BY BELGIAN LAW, 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 LAWS OF THE STATE OF DELAWARE (OTHER THAN CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the Chancery Court of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and in respect of the transactions contemplated hereby and thereby and (b) waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction 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 may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each 's jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.410.2, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Option has been granted and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Option or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States Form approved July 2022 9 District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 party hereto hereby personal jurisdiction of said courts; irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Optionee must accept the above Option in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Option null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution. Form approved July 2022 10 APPENDIX A STOCK OPTION AGREEMENT Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan Terms and Conditions This Appendix includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if the Optionee works in one of the countries listed below. If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Optionee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury; Specific Performance. (a) This Agreement, and all Proceedings (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 construedgoverned by, performed and enforced in accordance with with, the Laws of the State of New York Delaware, including its statutes of limitations, without giving effect to its applicable principles or rules of conflict conflicts of Laws law to the extent such principles or rules would require or permit that the application of the Laws laws of another jurisdiction other than (whether of the State of New YorkDelaware or any other jurisdiction) would be required thereby. Any action(b) Each Party agrees that it shall bring any Proceeding in respect of any claim based upon, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or otherwise relating to this Agreement or the transactions contemplated hereby shall be brought solely and by this Agreement exclusively in any New York State court or Federal court the Court of the United States Chancery of America sitting in the County of New York in the State of New York. Each Delaware, or if such court finds it lacks subject matter jurisdiction, the Superior Court of the parties hereto agrees State of Delaware (Complex Commercial Division); provided that a final judgment (if subject to any appeals therefrom) relating to any matter jurisdiction over the matter that is the subject of the applicable Proceeding is vested exclusively in the U.S. federal courts, such Proceeding shall be conclusive heard in the U.S. District Court for the District of Delaware (the “Chosen Courts”) and may be enforced solely in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby connection with such Proceeding (i) irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingthe Chosen Courts, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (ii) waives any objection which it may now or hereafter have to the laying of venue of in any such 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 and (iv) agrees that mailing of process or other papers in connection with any such court Proceeding in accordance with the manner provided in Section 9.1(b) or Section 10.5 (or in such other manner as may be permitted by Law shall be valid and sufficient service thereof). (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING BASED UPON, ARISING OUT OF OR 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 HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c). (d) The Parties agree that if any of the provisions of this Section 5.3Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and money damages will not be a sufficient remedy. Each Accordingly, each Party shall be entitled to specific performance of the parties hereto hereby irrevocably waivesterms of this Agreement and immediate injunctive relief, to without the fullest extent permitted by Lawnecessity of proving the inadequacy of money damages as a remedy, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect addition to any matter other remedy to which such party has submitted to jurisdiction as set forth Party may be entitled at Law or in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawequity.

Governing Law and Venue. (a) This Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to law. Except as provided in the extent such principles or rules would require or permit the application last sentence of the Laws of another jurisdiction other than the State of New York. Any actionthis Section 11.7(a), claim, demand, each party hereto agrees that it shall bring any action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) respect of any claim arising out of or relating related to this Agreement or the transactions contained in or contemplated hereby shall be brought solely and by this Agreement exclusively in any New York State court or Federal court the Court of the United States Chancery of America sitting in the County of New York in the State of New York. Each Delaware, or to the extent such Court does not have subject matter jurisdiction, the Superior Court of the parties hereto agrees State of Delaware (the “Chosen Courts”), and each party, solely in connection with claims arising under this Agreement or the transactions that a final judgment are the subject of this Agreement, (subject to any appeals therefromi) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingthe Chosen Courts, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (ii) waives any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court 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 and (iv) agrees that service of process upon such party in any such action or Proceeding shall be effective if notice is given in accordance with the provisions Section 11.1 of this Section 5.3Agreement. Each Notwithstanding anything herein to the contrary, each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally further agrees that, unless the Lenders agree to the fullest extent permitted by applicable Lawa different forum, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, it will be effective service of process for not bring or support any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Lenders in any way relating to this Agreement to serve process or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other manner permitted by Lawthan 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 appellate courts thereof).

Governing Law and Venue. (a) This Agreement shall is to be construed, performed construed and enforced in accordance with pursuant to the Laws laws of the State of New York Indiana without giving effect regard to its principles or rules of applicable conflict of Laws to laws principles. PROTECTION OF PATIENT INFORMATION. Contractor is a "covered entity" and shall carry out its obligations under this Agreement in compliance with the extent such principles or rules would require or permit the application privacy and security regulations of the Laws Health Insurance Portability and Accountability Act of another jurisdiction other than 1996 ("HIPAA") and all subsequent amendments thereto, to protect the State privacy and security of New Yorkany personally identifiable, protected health information ("PHI'') that is collected, processed or learned as a result of the services provided pursuant to this Agreement. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating Both parties acknowledge that any information shared pursuant to this Agreement or the transactions contemplated hereby shall be brought solely pursuant to Treatment, Payment, or Operations which does not require a patient's consent to share information and exclusively that this contractual relationship does not constitute a "business associate" agreement pursuant to the Privacy Rule. The parties also understand that it is permissible under HIPAA to freely exchange PHI for purposes of treatment and to freely share PHI for purposes of payment or health care operations pursuant to the minimum necessary rule. Both parties agree to a free exchange of PHI pursuant to the guidelines of HIPAA for purposes of treatment, payment, or health care operations, and each party shall provide all documents requested so that Contractor may properly pursue treatment, payment, and operations. Should at any time applicable law require a business associate agreement between the parties, the parties shall promptly execute a business associate agreement. COMPLIANCE WITHLAW. The parties shall adhere to all county, state, township, and federal statutes, rules, regulations, codes, ordinances, charters, and guidelines applicable to the services provided in this Agreement as they now exist or are hereinafter amended or revised. The Town shall not require the Contractor's employees to perform any New York State court or Federal court act that violates any of the United States of America sitting in aforesaid. In the County of New York in the State of New York. Each of the parties hereto agrees event that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and laws or regulations affecting this Agreement are enacted, amended, or promulgated, either Party may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits propose to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, other a written amendment to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have this Agreement to the laying of venue of any such Proceeding in any such court in accordance be consistent with the provisions of such laws or regulations. Additionally, insofar as any terms or conditions of this Section 5.3. Each Agreement are determined by any court or by any Office of the parties hereto hereby irrevocably waives, Inspector General or similar to the fullest extent permitted by Lawbe contrary to any statutes or regulations, the defense Parties will promptly and in good xxxxx xxxxxx and resolve any issues in order to amend the Agreement so that the performance of an inconvenient forum to this Agreement is consistent with all applicable statutes and regulations. In the maintenance event that the Parties do not agree on such written amendments within thirty (30) days of such Proceeding in any such court. Each receipt of the parties hereto hereby irrevocably and unconditionally agrees thatproposed written amendments, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in then either Party may terminate this Agreement will without further notice, unless this Agreement would expire earlier by its terms. Ifeither Party becomes aware of any actual or potential violations by the other Party, whether intentional or inadvertent of any applicable state or federal statutes or regulations, it shall promptly notify the other Party. Both Parties shall also promptly notify the other upon becoming the subject of any regulatory or professional disciplinary action which may materially affect the right of any party services provided pursuant to this Agreement to serve process in any other manner permitted by LawAgreement.

Governing Law and Venue. (a) This Option has been granted and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Option or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 party hereto hereby personal jurisdiction of said courts; irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Form Approved August 202111 Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Optionee must accept the above Option in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Option null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution. Form Approved August 202112 APPENDIX A STOCK OPTION AGREEMENT Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan Terms and Conditions This Appendix includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if the Optionee works in one of the countries listed below. If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Optionee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to in any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 5.3 shall not constitute a general consent to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section. Each of the parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law and Venue. (a) This Agreement is performable in Xxxxxx County, Texas, which shall be a proper place of venue for suit on or in respect to this Agreement. World Service and Xxxxxx irrevocably agree that any legal proceeding in respect to this Agreement shall be construedbrought in the district courts of Xxxxxx County, performed Texas, or the United States District Court for the Southern District of Texas, Houston Division (collectively the "Specified Courts"). World Service and enforced in accordance with Xxxxxx irrevocably submit to the Laws nonexclusive jurisdiction of the state and federal courts of the State of New York without giving effect to its principles or rules of conflict of Laws Texas. World Service and Xxxxxx hereby WAIVE, to the fullest extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any actionpermitted by law, claim, demandany objection which they, or any one of them, may now or hereafter have to the laying of venue of any suit, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be any related document brought solely and exclusively in any New York State Specified Court, and hereby further irrevocably WAIVE any claims that any such suit, action or proceeding brought in any such court or Federal court has been brought in an inconvenient forum. World Service and Xxxxxx further irrevocably consent to the service of process out of any of the United States Specified Courts in any such suit, action or proceeding by the mailing of America sitting copies thereof by certified mail, return receipt requested, postage prepaid, to World Service and Xxxxxx, or any one of them, as the case may be, at their respective addresses as provided in this Agreement or as otherwise provided by Texas law. Nothing herein shall affect the County right of New York Reinsurer to commence legal proceedings or otherwise proceed against World Service, Xxxxxx, or any one of them, in the State of New Yorkany jurisdiction or to serve process in any manner permitted by applicable law. Each of the parties hereto agrees World Service and Xxxxxx agree that a final judgment (subject to any appeals therefrom) relating to in any such Proceeding 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 Lawlaw. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

Governing Law and Venue. Waiver of Jury Trial. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW. The Parties irrevocably submit to the Laws exclusive jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to and the extent such principles or rules would require or permit the application federal courts of the Laws United States of another jurisdiction other than America located in the State City of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) Borough of Manhattan with respect to all matters arising out of or relating to this Agreement or and 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 hereby by this Agreement, and 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 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 or proceeding shall be brought solely heard and determined exclusively in any such a New York State court state or Federal court of the United States of America sitting in the County of New York in the State of New Yorkfederal court. Each of the parties hereto agrees The Parties agree that a final judgment (subject to any appeals therefrom) relating to in any such Proceeding any 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. Each party hereto hereby irrevocably submits The Parties consent to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in grant any such court in accordance with jurisdiction over the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding 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 court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 7.3 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Law.Law shall be valid and sufficient service. (b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 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 LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. 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 7.12(b). 7.13

Governing Law and Venue. (a) This Agreement shall be construedWaiver Of Jury Trial. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. The parties hereto hereby irrevocably submit exclusively to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to and the extent such principles or rules would require or permit the application Federal courts of the Laws United States of another jurisdiction other than America located in the State County of New York. Any actionYork in connection with all disputes, claim, demand, claims or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) controversies arising out of or relating to this Agreement or and the documents referred to in this 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be brought solely heard and exclusively determined in any such a New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkcourt. Each of the The parties hereto agrees that a final judgment (subject hereby consent to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally 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 Proceeding in grant any such court in accordance with jurisdiction over the provisions person of this Section 5.3. Each such parties for purposes of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawforegoing.

Governing Law and Venue. (a) This Agreement shall be construedgoverned by, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect regard to its principles or rules any choice of conflict of Laws to the extent such principles or rules law principle that would require or permit dictate the application of the Laws laws of another jurisdiction other than the State of New Yorkjurisdiction. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) suit brought by Alimera arising out of under or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal a court of competent jurisdiction in the United States Commonwealth of America Massachusetts, and Alimera hereby consents to the jurisdiction of the state and federal courts sitting in the County Commonwealth of New York Massachusetts. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Any suit brought by pSivida arising under or relating to this Agreement shall be brought in a court of competent jurisdiction in the State state of New YorkGeorgia, and pSivida hereby consents to the jurisdiction of the state and federal courts sitting in the state of Georgia. Each of the parties hereto Party agrees that a final judgment (subject not to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, raise any objection which it may now or hereafter have at any time to the laying or maintaining of the venue of any such Proceeding action, suit or proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby specified courts, irrevocably waiveswaives any claim that such action, to the fullest extent permitted by Law, the defense of an suit or other proceeding has been brought in any inconvenient forum and further irrevocably waives the right to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees thatobject, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to such action, suit or other proceeding, that such court does not have any matter to which jurisdiction over such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawParty.

Governing Law and Venue. WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the Laws personal jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought Delaware solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, 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 or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State court. The parties hereby irrevocably waivesconsent to and grant any such court jurisdiction over the person of such parties and, to the fullest extent permitted by Lawlaw, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Except to the extent mandatorily governed by the jurisdiction or situs where the IP Collateral is located, all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York Delaware, without giving effect regard to its the principles or rules of conflict conflicts of Laws law thereof. Except to the extent such principles mandatorily governed by the jurisdiction or rules would require or permit situs where the application IP Collateral is located, each party hereto agrees that all proceedings concerning the interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this IP Security Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County of New York in Castle, Delaware (the State of New York“Delaware Courts”). Each of Except to the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions extent mandatorily governed by suit on the judgment jurisdiction or in any other manner provided by Law. Each situs where the IP Collateral is located, each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect the Delaware Courts for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any proceeding, any claim that it is not personally subject 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 jurisdiction of any such Proceeding court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such court proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with effect for notices to it under the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of Purchase Agreement and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. To the extent that the General Corporation Law of the State of Delaware (athe "DGCL") This purports to apply to this Agreement, the DGCL shall apply. In all other cases, this Agreement And any and all matters arising directly or indirectly here from shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York applicable to agreements made and to be performed entirely in such state, without giving effect to its the conflict or choice of law principles thereof. For all matters arising directly or rules indirectly from this Agreement ("Agreement Matters"), each of conflict of Laws the parties hereto hereby (a) irrevocably consents and submits to the extent such principles or rules would require or permit the application sole exclusive jurisdiction of the Laws United States District Court for the Southern District of another jurisdiction other than New York and any state court in the State of New York. Any York that is located in New York County (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, claimlawsuit, demandarbitration, mediation, or other legal or quasi legal proceeding (a “"Proceeding”") (whether sounding in contract, tort, equity directly or otherwise) indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court entitled to enforce an order or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourt in any United States or foreign court having jurisdiction over the other party, and hereby (b) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which Is brought in accordance with any such court has been brought in an inconvenient forum, (c) waives, to the provisions fullest extent permitted by law, any immunity from jurisdiction of this Section 5.3. Each of the parties hereto hereby any such court or from any legal process therein, (d) irrevocably waives, to the fullest extent permitted by Lawlaw, the defense any right to a trial by jury in connection with a Proceeding,(e) agrees not to commence any Proceeding other than In such courts, and (f) agrees that service of an inconvenient forum any summons, complaint, notice or other process relating to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and may be effected in the manner provided for notices in Section 5.4, will be effective service the giving of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction notice as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawherein.

Governing Law and Venue. (a) This Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws internal laws of the State of New York Delaware without giving effect to its principles any choice or rules of conflict of Laws to law provision or rule (whether of the extent such principles State of Texas, the State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another any jurisdiction other than those of the State of New YorkDelaware. Any actionEach Party agrees that it shall bring any suit, claim, demand, action or other proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) respect of any claim arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought solely and (“Actions”) exclusively in any (a) the Delaware Court of Chancery in and for New York State Castle County, (b) in the event (but only in the event) that such court does not have subject matter jurisdiction over such suit, action or Federal court of other proceeding, the United States District Court for the District of America sitting Delaware or (c) in the County of New York event (but only in the State of New York. Each of the parties hereto agrees that a final judgment event) such courts identified in clauses (a) and (b) do not have subject to any appeals therefrom) relating to any matter jurisdiction over such Proceeding shall be conclusive and may be enforced in suit, action or other jurisdictions by suit on the judgment or in proceeding, any other manner provided by Law. Each party hereto hereby Delaware state court (the “Chosen Courts”), and solely in connection with Actions (i) irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingthe Chosen Courts, and hereby (ii) irrevocably and unconditionally waives, submits to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of exclusive venue of any such Proceeding Action in the Chosen Courts and waives any objection to laying venue in any such court 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 the provisions Section 10 of this Section 5.3Agreement. Each Party hereto irrevocably waives any and all right to trial by jury in any Action. Each Party agrees that a final judgment in any Action brought in the Chosen Courts shall be conclusive and binding upon each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably Parties and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will may be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process enforced in any other manner permitted courts the jurisdiction of which each of the Parties is or may be subject, by Lawsuit upon such judgment.