Common use of Governing Law; Consent to Jurisdiction; Trial by Jury Clause in Contracts

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. The Company and the Selling Stockholders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Selling Stockholders hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any action, proceeding or claim. The Company and the Selling Stockholders agree that the prevailing party or parties in any such action shall be entitled to recover from the other party or parties all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Selling Stockholders and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Yorkthereof. The Company and the Selling Stockholders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as the Selling Stockholders hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such authorized agent of the Company upon whom process or summons to may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, the Public Securities or the Representative’s Warrant or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any actionsuch suit, proceeding or claimother action. The Company and In the Selling Stockholders agree event that the prevailing party service of any process or parties in notice of motion or other application to any such action shall be entitled to recover from the other party or parties all of its reasonable attorneys’ fees and expenses relating to court in connection with any such motion in connection with any such action or proceeding and/or incurred cannot be made in connection the manner described above, such service may be made in the manner set forth in conformance with the preparation thereforHague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company (on its behalf and, to the extent permitted by applicable law, law on behalf of its shareholders stockholders and affiliates), the Selling Stockholders ) and each of the Underwriters hereby irrevocably waiveswaives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securities, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement Agreement, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals or the transactions contemplated herebyexpiration of time to appeal in any such action or proceeding arising out of the sale of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Yorkthereof. The Company and the Selling Stockholders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Public Securities, Representatives’ Shares or any transactions contemplated hereby shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably and the Selling Stockholders hereby waive unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any action, proceeding or claim. The Company and the Selling Stockholders agree agrees that the prevailing party or parties party(ies) in any such action shall be entitled to recover from the other party or parties party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders stockholders and affiliates), the Selling Stockholders ) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Yorkthereof. The Company and the Selling Stockholders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or any transactions contemplated hereby shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably and the Selling Stockholders hereby waive unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any action, proceeding or claim. The Company and the Selling Stockholders agree agrees that the prevailing party or parties party(ies) in any such action shall be entitled to recover from the other party or parties party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders stockholders and affiliates), the Selling Stockholders ) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to thereof. Any legal suit, action or proceeding arising out of or based upon this Agreement or the extent that such principles or rules would require or permit transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the application federal courts of the laws United States of any jurisdiction other than those America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York. The Company and the Selling Stockholders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced York located in the New York Supreme Court, City and County of New York, or in Borough of Manhattan (collectively, the United States District Court for the Southern District of New York“Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such jurisdictioncourt (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be exclusiveeffective service of process for any suit, action or other proceeding brought in any such court. The Company parties irrevocably and the Selling Stockholders hereby unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such exclusive jurisdiction and court that any such courts represent suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Any such process or summons With respect to be served upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mailany Related Proceeding, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any action, proceeding or claim. The Company and the Selling Stockholders agree that the prevailing each party or parties in any such action shall be entitled to recover from the other party or parties all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Selling Stockholders and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and all right will not raise or claim or cause to trial by jury be pleaded any such immunity at or in respect of any legal proceeding arising out such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of or relating to this Agreement or the transactions contemplated hereby1976, as amended. EACH OF THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Yorkthereof. The Company and the Selling Stockholders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Public Securities, Representative’s Shares or any transactions contemplated hereby shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably and the Selling Stockholders hereby waive unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any action, proceeding or claim. The Company and the Selling Stockholders agree agrees that the prevailing party or parties party(ies) in any such action shall be entitled to recover from the other party or parties party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders stockholders and affiliates), the Selling Stockholders ) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New Yorkthereof. The Company and the Selling Stockholders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Selling Stockholders hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 11 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any action, proceeding or claim. The Company and the Selling Stockholders agree agrees that the prevailing party or parties party(ies) in any such action shall be entitled to recover from the other party or parties party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders stockholders and affiliates), the Selling Stockholders ) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Placement Agents’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Placement Agents in accordance with its terms. Very truly yours, SPHERIX INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX & CO. (UK) LTD. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Director Acting on behalf of itself and as the Representative of the several Placement Agents.