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

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement, the Exhibits and Schedules to this Agreement and the Contemplated Transactions (whether in Law or in equity, in Contract, in tort or otherwise) shall be governed by and construed interpreted and enforced in accordance with the Laws of the State of Florida Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (except to whether of the extent State of Delaware or any other jurisdiction) that mandatory provisions would cause the application of federal Law are applicable). (a) the Laws of any jurisdiction other than the State of Delaware. Each of Acquiror, Merger Sub and the Company hereby party irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of and venue of the state or federal courts located in Broward County, Florida, and Court of Chancery of the courts hearing appeals therefrom, State of Delaware for the purposes of any action, suit or proceeding Proceeding arising out of or relating to this Agreement or the other Contemplated Transactions, and the transactions contemplated herebyirrevocably agrees to commence and litigate any such Proceeding only in such courts. Each party further agrees that service of Acquirorany process, Merger Sub and summons, notice or document in accordance with Section 11.2 shall be effective service of process, summons, notice or documents for any such Proceeding. Nothing in this Agreement shall in any way be deemed to limit the Company ability of either party to serve any such process, summons, notice or document in any other manner permitted by applicable Law. Each party hereby (a) irrevocably and unconditionally waiveswaives any objection to the laying of venue of any Proceeding arising out of this Agreement or the consummation of the Contemplated Transactions in such courts, (b) irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is that any such Proceeding brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company (c) irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process agrees to be effective upon acknowledgment of receipt of bound by any judgment rendered by any such registered mailcourt. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CONTEMPLATED TRANSACTIONS OR THE ACTIONS, INCLUDING COUNTERCLAIMS, OF THE PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR THEREOF. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida (except Maryland, without regard to conflicts of laws principles. Each party irrevocably consents to and submits to the extent that mandatory provisions jurisdiction, including the personal jurisdiction, of federal Law are applicable). (ai) Each of Acquiror, Merger Sub any Maryland State court and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue (ii) any Federal court of the state United States sitting in the State of Maryland, solely for the purposes of any suit, action or federal courts located in Broward County, Florida, and other proceeding between any of the courts hearing appeals therefrom, for any action, suit or proceeding parties hereto arising out of or relating to this Agreement and the transactions or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto only in any Federal court of Acquirorthe United States sitting in the State of Maryland or, Merger Sub and the Company hereby if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waiveswaives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch suit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for 5.8 shall affect the purpose referred right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 10.7 and 5.8 shall not be deemed to be constitute a general submission consent to said courts or service of process in the State of Florida Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other than for jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such purposeparty hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or related to this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (I) 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, (II) each party understands and has considered the implications of this waiver, (III) each party makes this waiver voluntarily and (IV) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 5.8.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Florida Delaware (except other than with respect to matters governed by the extent TBOC, with respect to which such Laws apply) that mandatory provisions are applicable to contracts entered into and to be performed solely in the State of federal Law are applicable). (a) Each Delaware, without regard to conflict of Acquirorlaws principles. In addition, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue each of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for parties hereto irrevocably agrees that any action, suit legal action or proceeding arising out of or relating with respect to this Agreement and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery in the State of Delaware (provided that, in the event subject matter jurisdiction is unavailable in or declined by the Court of Chancery, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in the State of Delaware). Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such actionaction or proceeding with respect to this Agreement, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason, reason other than the failure to serve process in accordance with this Section 10.76.5, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that (B) the venue of such actionsuit, suit action or proceeding is improper, improper or that (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourts. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall is governed by and will be governed interpreted and construed in accordance with the Laws laws of the State Province of Florida (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub Ontario and the Company federal laws of Canada applicable therein. Any action arising out of or under this Agreement, any other document, instrument or agreement contemplated herein or delivered pursuant hereto, or the transactions contemplated hereby or any of such other documents, instruments or agreements, shall be brought only in a federal or provincial court having jurisdiction and venue in Ontario, Canada, and each of the parties hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of such courts and agrees that venue in Ontario is proper. To the extent permitted by applicable law, final judgment against a Party (a certified copy of which shall be conclusive evidence of the state or federal courts located fact and of the amount of any indebtedness of such Party hereunder) in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit such legal action or proceeding arising out of shall be conclusive and may be enforced in other jurisdictions by suit on an unsatisfied judgment or relating to this Agreement and the transactions contemplated herebysimilar proceeding. Each of Acquiror, Merger Sub and the Company Parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit legal action or proceeding, any claim defense or any Claim that it is not personally subject to the jurisdiction of the aforesaid above-named Ontario courts for any reason, other than the failure to serve process in accordance with this Section 10.7, including claims that it or its property is exempt or such Party may be immune from jurisdiction of any such court or from any the above-described legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, or that the action, suit or such proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, otherwise improper forum or that this AgreementAgreement or any of the other aforementioned documents, instruments or agreements, or the subject matter hereofhereof or thereof, may not be enforced in or by such courts and further irrevocably waivescourts, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers same are intended to be irrevocable under governed by the laws of the State of Florida and of the United States of America; provided, that consent by the parties to a jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeOntario. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida Delaware (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward Delaware Court of Chancery, New Castle County, Floridaor if that court does not have jurisdiction, a federal court sitting in the State of Delaware, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.75.8, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.35.4, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company party expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida Delaware and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 5.8 is solely for the purpose referred to in this Section 10.7 5.8 and shall not be deemed to be a general submission to said courts or in the State of Florida Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed and construed in accordance with by the Laws internal laws of the State of Florida New York, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of New York or any other jurisdiction) that mandatory provisions would cause the application of federal Law are applicable). (a) the laws of any jurisdiction other than the State of New York. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state courts of the State of New York for the adjudication of any dispute hereunder or federal courts located in Broward County, Floridaconnection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7such court, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticesuit, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, forum or that the venue of such actionsuit, suit action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the waives personal service of process out of any of the aforementioned courts and consents to process being served in any actionsuch suit, suit action or proceeding arising out of or relating to this Agreement by the mailing of copies a copy thereof by registered mail, postage prepaid, to such party at its the address specified pursuant for such notices to Section 10.3, it under this Agreement and agrees that such service shall constitute good and sufficient service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service notice thereof. Nothing contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and herein shall not be deemed to be a general submission limit in any way any right to said courts or serve process in the State of Florida other than for such purposeany manner permitted by law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with with, the Laws laws of the State of Florida (except Delaware without regard, to the fullest extent that mandatory permitted by law, to the conflicts of laws provisions thereof which might result in the application of federal Law are applicable)the laws of any other jurisdiction. (ab) Each of Acquiror, Merger Sub and the Company hereby party irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of (i) the state courts of the State of Delaware and (ii) the United States District Court for the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby. Each party agrees to commence any action, suit or proceeding relating hereto only in either such court. Each party irrevocably and unconditionally waives any objection to the laying of venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby in (A) the state court of the State of Delaware, or (B) the United States District Court for the State of Delaware, and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby further irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any such court that any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding brought in any such court is has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch suit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.5 shall affect the right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 9.5 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.5. 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. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties hereto hereby irrevocably and unconditionally waives any right it may have to jurisdiction and service contained trial by jury in connection with any litigation arising out of or relating to this Section 10.7 is solely for the purpose Agreement, any documents referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts Agreement or in the State of Florida other than for such purposeany transaction contemplated hereby or thereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed construed, performed and construed enforced in accordance with with, and governed by, the Laws laws of the State of Florida (except Delaware, without giving effect to any applicable principles of conflict of laws that would cause the extent that mandatory provisions Laws of federal Law are applicable)another State to otherwise govern this Agreement. (ab) Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for agrees that any action, suit legal action or proceeding arising out of or relating with respect to this Agreement and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of Acquirorthe parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 5.3 or in such other manner as may be permitted by applicable Laws, Merger Sub will be valid and sufficient service thereof. Each of the Company parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such actionaction or proceeding with respect to this Agreement and the rights and obligations arising hereunder, suit or proceeding, for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason, reason other than the failure to serve process in accordance with this Section 10.75.6(b), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that (y) the venue of such actionsuit, suit action or proceeding is improper, or that (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourts. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, parties hereto agrees that any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement judgment rendered by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to aforesaid courts may also be effective upon acknowledgment of receipt of such registered mailenforced in alternative jurisdictions. (c) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedTHEREFORE, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeEACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (i) This Agreement shall be governed by, and construed in accordance with with, the Laws of the State of Florida Delaware, without regard to laws that may be applicable under conflicts of laws principles (except to whether of the extent State of Delaware or any other jurisdiction) that mandatory provisions would cause the application of federal Law are applicable)the Laws of any jurisdiction other than the State of Delaware. (aii) Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably and unconditionally consents to submit submits, for itself or himself and its or his property, to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or another Delaware state court if the Court of Chancery lacks jurisdiction), or federal courts located Federal court of the United States of America, sitting in Broward County, FloridaDelaware, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseappellate court from any thereof, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 13(a). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. Notwithstanding for foregoing, in furtherance of the agreements of the parties in this Section 13(e), each Stockholder that has not as of the date hereof already duly appointed an agent for service of process in Delaware does hereby appoint RL&F Service Corp., One Xxxxxx Square, Tenth Floor, Wilmington, New Castle County, Delaware 19801, as such agent. (biii) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any actionAND THEREFORE IT OR HE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT OR HE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mailAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, postage prepaidEXPRESSLY OR OTHERWISE, to such party at its address specified pursuant to Section 10.3THAT SUCH OTHER PARTY WOULD NOT, such service of process to be effective upon acknowledgment of receipt of such registered mailIN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT OR HE UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT OR HE MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT OR HE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(e)(iii). (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (i) This Agreement and any Legal Dispute (as defined below) arising out of this Agreement, or the validity, interpretation, construction, effect, breach or termination of this Agreement, shall be governed by and construed in accordance with the Laws laws of the State of Florida Delaware (except to regardless of the extent laws that mandatory provisions might otherwise govern under applicable principles of federal Law are applicableconflicts of laws thereof). (aii) Each of Acquiror, Merger Sub and the Company hereby party hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for agrees that any action, suit or proceeding between or among the parties hereto arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement and (a “Legal Dispute”) shall be brought exclusively in the transactions contemplated herebycourts of the State of Delaware; provided that if subject matter jurisdiction over the Legal Dispute is vested exclusively in the United States federal courts, such Legal Dispute shall be heard in the United States District Court for the District of Delaware. Each of Acquiror, Merger Sub and the Company party hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 3(h) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto may bring such Legal Dispute only if he, she or it hereby waives, and agrees shall not to assert, by way of motion, assert as a defense, counterclaim or otherwise, defense in any Legal Dispute, that (a) such action, suit or proceeding, any claim that it party is not personally subject to the jurisdiction of the aforesaid above named courts for any reason, other than the failure to serve process (b) such action, suit or proceeding may not be brought or is not maintainable in accordance with this Section 10.7such court, that it or its (c) such party’s property is exempt or immune from jurisdiction of any execution, (d) such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that or (e) the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the . A final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out described in this Section 3(h) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or relating to this Agreement in any other manner provided by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailapplicable Laws. (ciii) Each of AcquirorTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedEACH OF THE PARTIES HERETO MAY BRING A LEGAL DISPUTE ONLY IF HE, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal Laws of the State of Florida (except Delaware, without regard to the extent conflicts-of-law principles of such State. Notwithstanding anything herein to the contrary, each of the parties hereto (on behalf of itself and its Affiliates) agrees that mandatory provisions any claim, controversy or dispute of federal Law are applicable)any kind or nature (whether based upon contract, tort or otherwise) to which a Financing Source is a party and that is in any way related to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Financing, shall be governed by, and construed in accordance with, the laws of the State of New York. (ab) Each of Acquiror, Merger Sub and the Company hereby Parties hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of Delaware) for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its subsidiaries except in such courts). Each of the Parties further agrees that, to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of this Agreement, whether in law or relating to this Agreement and the transactions contemplated hereby. Each of Acquirorin equity, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim whether in contract or in tort or otherwise, in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding brought in any such court is has been brought in an inconvenient forum. Notwithstanding the foregoing, each of the Parties hereto hereby agrees (on behalf of itself and its Affiliates) that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement, any Commitment Letter, or any of the transactions contemplated hereby or thereby, including, without limitation, any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the County of New York (and the appellate courts thereof), and that the venue provisions of Section 10.7(c) relating to the waiver of jury trial shall apply to any such action, suit cause of action, claim, cross-claim or proceeding is improperthird-party claim. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, or that AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, BUT NOT LIMITED TO, ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATING TO ANY COMMITMENT LETTER OR THE PERFORMANCE THEREOF OR ANY FINANCING CONTEMPLATED THEREBY. (d) Each Party to this AgreementAgreement acknowledges and irrevocably agrees that, or in the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit case of any defense that would hindersuit, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit claim, complaint, formal investigation or proceeding other proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Debt Financing Sources or any Affiliate thereof arising out of or relating to this Agreement or the transactions contemplated hereby. Debt Commitment Letters or the performance thereunder (beach, an “Action”), (i) Each of Acquiror, Merger Sub and the Company further irrevocably consents such Action shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York, and any appellate court from any thereof, (ii) to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process out of for any of the aforementioned courts such Action in New York with respect to any actionmatters to which it has submitted to jurisdiction as set forth in this Section 10.7(d), suit or proceeding arising out of or relating (iii) each Party to this Agreement by irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the mailing laying of copies thereof by registered mailvenue of any such Action arising out of, postage prepaidor relating to, this Agreement, the Debt Commitment Letters or the performance thereunder, in any such court or that any such Action brought in any such court has been brought in an inconvenient forum, (iv) each Party to this Agreement will not bring or permit any of their Affiliates to bring or support anyone else in bringing any such Action in any other court, (v) each Party to this Agreement waives irrevocably and unconditionally, to the fullest extent permitted by Applicable Law, any right to trial by jury in respect of any such party at its address specified pursuant to Section 10.3Action, (vi) any such service of process to Action shall be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquirorgoverned by, Merger Sub and construed in accordance with, the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws Laws of the State of Florida New York (it being understood and agreed that, notwithstanding the selection of such exclusive jurisdiction, the United States interpretation of America; provided, that consent by “Company Material Adverse Effect” and “Acquirer Material Adverse Effect” and whether such shall have occurred shall be determined in accordance with the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in internal Laws of the State of Florida other than for Delaware, without regard to the conflicts-of-law principles of such purposeState, (vii) the Debt Financing Sources and their respective Affiliates are beneficiaries of and may enforce any liability cap or limitation on damages or remedies in this Agreement (including, without limitation, Section 10.6(b)) and (viii) that the Debt Financing Sources and their respective Affiliates are express third-party beneficiaries of Section 10.6(b) and this Section 10.7(d).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida New York, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of New York or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) Each the laws of Acquiror, Merger Sub and any jurisdiction other than the Company State of New York. The Parties hereby irrevocably and unconditionally consents consent to submit to the exclusive jurisdiction and venue of the state or federal courts of the State of New York and the United States of America, in each case located in Broward County, Florida, and the courts hearing appeals therefromCounty of New York, for any actionAction seeking to enforce any provision of, suit or proceeding based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates). Consistent with the preceding sentence, each of the Parties hereby (a) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each brought by either party hereto, (b) agrees that service of Acquirorprocess will be validly effected by sending notice in accordance with Section 3.3, Merger Sub and the Company hereby (c) irrevocably and unconditionally waiveswaive, and agrees agree not to assert, assert by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawexecution, that the action, suit or proceeding in any such court Action is brought in an inconvenient forum, that the venue of such action, suit or proceeding the Action is improper, or that this Agreement, Agreement or the subject matter hereof, transactions contemplated by this Agreement may not be enforced in or by any of the above named courts, and (d) agrees not to move to transfer any such courts and further irrevocably waives, Action to a court other than any of the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyabove-named courts. (b) Each of AcquirorEACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any actionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mailAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, postage prepaidEXPRESSLY OR OTHERWISE, to such party at its address specified pursuant to Section 10.3THAT SUCH OTHER PARTY WOULD NOT, such service of process to be effective upon acknowledgment of receipt of such registered mailIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10. (c) Each of AcquirorThe Company agrees that service to the Process Agent (as defined below) or as otherwise specified in Section 3.3 shall be valid and sufficient service, Merger Sub and the Company expressly acknowledges that waives any objections to such service. The Company hereby irrevocably designates Allot Communications Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (the foregoing waivers are intended “Process Agent”), as the designee, appointee and agent of the Company to be irrevocable receive, for and on behalf of the Company, service of process for the purposes of this Section 3.10. The Company irrevocably waives any requirements for service abroad of process or other documents, including under the laws Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The Company agrees that service of process in respect of it upon the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and Process Agent shall not be deemed to be a general submission effective service of process upon it. The Company agrees that the failure of the Process Agent to said courts give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any Action based thereon. If for any reason the State Process Agent shall cease to be available to act as such, the Company agrees to irrevocably appoint another such agent in New York City as its authorized agent for service of Florida process, on the terms and for the purposes of this Section 3.10. Nothing herein shall in any way be deemed to limit the ability of the Investor to serve any such legal process in any other than for manner permitted by applicable Law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against them in such purposeother jurisdiction, and in such matter, as may be permitted by applicable Law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida New York, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of New York or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) Each the laws of Acquiror, Merger Sub and any jurisdiction other than the Company State of New York. The Parties hereby irrevocably and unconditionally consents consent to submit to the exclusive jurisdiction and venue of the state or federal courts of the State of New York and the United States of America, in each case located in Broward County, Florida, and the courts hearing appeals therefromCounty of New York, for any actionAction seeking to enforce any provision of, suit or proceeding based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates). Consistent with the preceding sentence, each of the Parties hereby (a) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each brought by either Party, (b) agrees that service of Acquirorprocess will be validly effected by sending notice in accordance with Section 3.3, Merger Sub and the Company hereby (c) irrevocably and unconditionally waiveswaive, and agrees agree not to assert, assert by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawexecution, that the action, suit or proceeding in any such court Action is brought in an inconvenient forum, that the venue of such action, suit or proceeding the Action is improper, or that this Agreement, Agreement or the subject matter hereof, transactions contemplated by this Agreement may not be enforced in or by any of the above named courts, and (d) agrees not to move to transfer any such courts and further irrevocably waives, Action to a court other than any of the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyabove-named courts. (b) Each of AcquirorEACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any actionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mailAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, postage prepaidEXPRESSLY OR OTHERWISE, to such party at its address specified pursuant to Section 10.3THAT SUCH OTHER PARTY WOULD NOT, such service of process to be effective upon acknowledgment of receipt of such registered mailIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10. (c) Each of AcquirorThe Company agrees that service to the Process Agent (as defined below) or as otherwise specified in Section 3.3 shall be valid and sufficient service, Merger Sub and the Company expressly acknowledges that waives any objections to such service. The Company hereby irrevocably designates GKL Corporate/Search, Inc., Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000 (the foregoing waivers are intended “Process Agent”), as the designee, appointee and agent of the Company to be irrevocable receive, for and on behalf of the Company, service of process for the purposes of this Section 3.10. The Company irrevocably waives any requirements for service abroad of process or other documents, including under the laws Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The Company agrees that service of process in respect of it upon the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and Process Agent shall not be deemed to be a general submission effective service of process upon it. The Company agrees that the failure of the Process Agent to said courts give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any Action based thereon. If for any reason the State Process Agent shall cease to be available to act as such, the Company agrees to irrevocably appoint another such agent as its authorized agent for service of Florida process, on the terms and for the purposes of this Section 3.10. Nothing herein shall in any way be deemed to limit the ability of the Investor to serve any such legal process in any other than for manner permitted by applicable Law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against them in such purpose.other jurisdiction, and in such matter, as may be permitted by applicable Law

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed construed and construed enforced in accordance with with, and all questions concerning the Laws construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Florida Delaware, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of Delaware or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) Each the laws of Acquiror, Merger Sub and any jurisdictions other than the State of Delaware. The Company hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or and federal courts located sitting in Broward Countythe State of Delaware, Floridafor the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7such court, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticesuit, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, forum or that the venue of such actionsuit, suit action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service Nothing contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and herein shall not be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be a general submission deemed or operate to said courts preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the State of Florida Company’s obligations to the Holder, to realize on any collateral or any other than security for such purposeobligations, or to enforce a judgment or other court ruling in favor of the Holder. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT SUCH PARTY 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida New York, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of New York or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) Each the laws of Acquiror, Merger Sub and any jurisdiction other than the Company State of New York. The parties hereto hereby irrevocably and unconditionally consents consent to submit to the exclusive jurisdiction and venue of the state or federal courts of the State of New York and the United States of America, in each case located in Broward County, Florida, and the courts hearing appeals therefromCounty of New York, for any actionAction seeking to enforce any provision of, suit or proceeding based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each brought by either party hereto, (b) agrees that service of Acquirorprocess will be validly effected by sending notice in accordance with Section 8.3, Merger Sub and the Company hereby (c) irrevocably and unconditionally waiveswaive, and agrees agree not to assert, assert by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawexecution, that the action, suit or proceeding in any such court Action is brought in an inconvenient forum, that the venue of such action, suit or proceeding the Action is improper, or that this Agreement, Agreement or the subject matter hereof, transactions contemplated by this Agreement may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in above named courts, and (d) agrees not to move to transfer any action, suit or proceeding arising out of or relating such Action to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws a court other than any of the State of Florida and of the United States of America; providedabove-named courts. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with with, the Laws internal laws of the State of Florida (except Delaware, without regard to the extent laws of any other jurisdiction that mandatory provisions might be applied because of federal Law are applicable)the conflicts of laws principles of the State of Delaware. (ab) Each of Acquiror, Merger Sub and the Company hereby Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for agrees that any action, suit legal action or proceeding arising out of or relating to this Agreement and or the transactions contemplated herebyhereby brought by it or its Affiliates against any other Party or its Affiliates shall be brought and determined exclusively in the Delaware Court of Chancery or, if under applicable Law the Delaware Court of Chancery does not have proper subject matter jurisdiction, any federal or state court in the State of Delaware (and appellate courts thereof). Each of Acquirorthe Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, Merger Sub generally and unconditionally, with regard to any such action or proceeding. Each of the Parties agrees not to and to cause its Affiliates not to commence any action, suit or proceeding relating to this Agreement or the transactions contemplated hereby except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Company parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such action, suit action or proceeding, proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts in Delaware as described herein for any reason, other than the failure to serve process in accordance with this Section 10.7, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)) and (iii) that (A) the suit, and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, that (B) the venue of such actionsuit, suit action or proceeding is improper, improper or that (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourts. Each of Acquirorthe Parties hereto irrevocably agrees that, Merger Sub and the Company irrevocably and unconditionally waives, subject to the fullest extent permitted by applicable Lawany available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and all rights enforceable, and irrevocably agrees to trial abide by jury in connection with any actionsuch decision, suit order, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailjudgment. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with with, the Laws internal laws of the State of Florida (except Delaware without regard to the extent that mandatory provisions choice of federal Law are applicable). law principles thereof. The parties (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction and venue of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or other proceeding arising out of or relating based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company (c) hereby irrevocably and unconditionally waiveswaive, and agrees agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such actionsuit, suit action or proceeding, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawexecution, that the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that the venue of such actionthe suit, suit action or proceeding is improper, improper or that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourt. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory might otherwise govern under applicable principles of conflicts of laws thereof. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of federal Law this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are applicable). entitled at law or in equity. In addition, each of the parties hereto (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit itself to the exclusive personal jurisdiction and venue of the state or federal Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in Broward County, Florida, and the courts hearing appeals therefrom, for State of Delaware in the event any action, suit or proceeding arising dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement and or the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, this Agreement in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, court other than the failure to serve process Court of Chancery of the State of Delaware or a Federal court of the United States of America located in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction the State of any such court or from any legal process commenced in such courts Delaware. (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right it may have to a trial by jury in connection with respect of any actionsuit, suit action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. . Each party hereto (ba) Each of Acquirorcertifies that no representative, Merger Sub and the Company further irrevocably consents to the service of process out agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of the aforementioned courts in any action, suit or proceeding arising out of or relating proceeding, seek to this Agreement by enforce the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. foregoing waiver and (cb) Each of Acquiror, Merger Sub acknowledges that it and the Company expressly acknowledges that other parties hereto have been induced to enter into this Agreement, by, among other things, the foregoing waivers are intended to be irrevocable under the laws of the State of Florida mutual waiver and of the United States of America; provided, that consent by the parties to jurisdiction and service contained certifications in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose5.8.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement (including all matters concerning the construction, validity, enforcement and interpretation hereof) shall be governed by, and construed in accordance with with, the Laws internal laws of the State of Florida (except Delaware, without regard to the extent that mandatory provisions conflicts of federal Law are applicable). (a) law principles thereof. Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, of the State of Delaware and the courts hearing appeals therefromUnited States District Court for the District of Delaware (together, the “Delaware Courts”) for the purpose of any suit, action, suit proceeding or proceeding judgment relating to or arising out of or relating to this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject consents to the jurisdiction of any Delaware Court in any such suit, action or proceeding and to the aforesaid laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts for and irrevocably waives any reasonclaim that any such suit, other than action or proceeding brought in any Delaware Court has been brought in an inconvenient forum. To the failure to serve process in accordance with this Section 10.7, extent that it the Company has or its property is exempt hereafter may acquire any immunity (on the grounds of sovereignty or immune otherwise) from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticewith respect to itself or its property, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further Company irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the benefit such immunity in respect of any defense that would hindersuch suit, xxxxxx action or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictionproceeding. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall is to be governed by and construed in accordance with the Laws internal laws of the State of Florida (except Delaware, without regard to the extent that mandatory provisions its principles of federal Law are applicable). (a) conflicts of laws. Each of Acquiror, Merger Sub and the Company hereby Parties. hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or federal courts located in Broward Countyof the Court of Chancery of the State of Delaware for the purpose of any suit, Florida, and the courts hearing appeals therefrom, for any action, suit proceeding or proceeding judgment relating to or arising out of or relating to this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of Acquirorthe Parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, Merger Sub action or proceeding and to the Company laying of venue in such court. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such actionproceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, suit or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the aforesaid above-named courts for any reason, reason other than the failure lawfully to serve process in accordance with this Section 10.7process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by applicable Law, that (i) the action, suit or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of such action, suit or proceeding is improper, improper or that (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourts. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the Laws Requirements of Law of the State of Florida (except Delaware without giving effect to the extent that mandatory provisions principles of federal Law are applicable). (a) conflict of laws. Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state courts of the State of Delaware or federal courts located in Broward County, Florida, the United States District Court for the District of Delaware and the appellate courts hearing having the jurisdiction with respect to appeals therefromfrom such courts, for any action, suit or proceeding Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and by the Company hereby irrevocably and unconditionally waives, Transaction Agreements (and agrees not to assertcommence any Action relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by way of motionU.S. registered mail to its respective address set forth in this Agreement, or such other address as a defense, counterclaim may be given by one or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject more parties to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process parties in accordance with this the notice provisions of Section 10.711.3, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through shall be effective service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the process for any action, suit or proceeding brought against it in any such court. Each of the parties hereto hereby 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 courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having the jurisdiction with respect to appeals from such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court is that any such Action brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement Agreement, the other transaction Agreements or the transactions contemplated herebythereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Ancillary Document shall be governed and construed in accordance with by the Laws laws of the State of Florida New York, without regard to any conflicts of law rules or principles (whether of the State of New York or any other jurisdiction) that would result in the application of the laws of another jurisdiction, except for mandatory Legal Requirements applicable to the transfer of the Shares and except to the extent that mandatory provisions of federal Law are applicable)otherwise provided in the Lease Agreements. (ab) Each Except as set forth in Section 4.27(i), each party hereto hereby consents to, and confers exclusive jurisdiction upon, the courts of Acquiror, Merger Sub the State of New York and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue Federal courts of the state or federal courts United States of America located in Broward Countythe Borough of Manhattan, FloridaCity of New York in the State of New York, and the appropriate appellate courts hearing appeals therefrom, for over any action, suit or proceeding Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, or any Ancillary Document (including any Proceeding brought by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding Seller Related Party arising out of or relating to this Agreement or the transactions contemplated hereby. hereby against a Financing Source). Each party hereto hereby waives, and agrees not to assert, as a defense in any such Proceeding that it is not subject to such jurisdiction or that such Proceeding may not be brought or is not maintainable in said courts or that this Agreement or any Ancillary Document may not be enforced in or by said courts or that its Assets are exempt or immune from execution, that such Proceeding is brought in an inconvenient forum, or that the venue of such Proceeding is improper (bincluding with respect to Proceedings brought by a Seller Related Party against a Financing Source). Parent and Buyer covenant not to initiate or support (and agree not to permit any of their Affiliates to initiate or support) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service any such Proceeding in any other jurisdiction. Service of process out of any of the aforementioned courts in any actionsuch Proceeding may be served on any party anywhere in the world, suit whether within or proceeding arising out without the State of or relating to this Agreement New York, by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to notice in accordance with Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each party hereby waives to the fullest extent permitted by applicable Legal Requirements, any right it may have to a trial by jury in respect of Acquirorany Proceeding directly or indirectly arising out of, Merger Sub under or in connection with this Agreement (including with respect to any Proceedings brought by a Seller Related Party against a Financing Source). Each party (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of a Proceeding, seek to enforce the foregoing waiver; and (ii) acknowledges that it and the Company expressly acknowledges that other parties hereto have been induced to enter into this Agreement by, among other things, the foregoing mutual waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained certifications in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeparagraph.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida (except Delaware without giving effect to the extent that mandatory provisions principles of federal Law are applicable)conflicts of law. (a) Each of Acquiror, Merger Sub Acquiror and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward Delaware Court of Chancery, New Castle County, Floridaor if that courts does not have jurisdiction, a federal court sitting in the State of Delaware, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub Acquiror and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub Acquiror and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub Acquiror and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub Acquiror and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida New York and of the United States of America; provided, that consent by Acquiror and the parties Company to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida New York other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida Delaware (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward Delaware Court of Chancery, New Castle County, Floridaor if that court does not have jurisdiction, a federal court sitting in the State of Delaware, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida Delaware and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement (other than Articles ‎II and ‎III and the provisions relating to the fiduciary duties of the Company Board) and all disputes or controversies arising out of or relating to this Agreement (other than Articles ‎II and ‎III and the provisions relating to the fiduciary duties of the Company Board) shall be governed by and construed in accordance with the internal Laws of the State of Florida (except Delaware, without regard to the extent that mandatory conflicts‑of‑law principles of such State. Articles ‎II and ‎III of this Agreement and the provisions of federal Law are applicable)this Agreement relating to fiduciary duties of the Company Board, and all claims or causes of action based upon, arising out of, or related to such provisions, will be governed by, and construed in accordance with, the Laws of the State of Maryland, without regard to the conflicts-of-law principles of such State. (ab) Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of Delaware) for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its subsidiaries except in such courts). Each of the Parties further agrees that, to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of this Agreement, whether in law or relating to this Agreement and the transactions contemplated hereby. Each of Acquirorin equity, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim whether in contract or in tort or otherwise, in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding brought in any such court is has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except Maryland without giving effect to the extent that mandatory provisions principles of federal Law are applicable). (a) conflicts of law. Each of Acquiror, Merger Sub and the Company hereby party irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of (i) any Maryland State court, and venue (ii) any Federal court of the state United States sitting in the State of Maryland, solely for the purposes of any suit, action or federal courts located in Broward County, Florida, and other proceeding between any of the courts hearing appeals therefrom, for any action, suit or proceeding parties hereto arising out of or relating to this Agreement and the transactions or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of Acquirorthe United States sitting in the State of Maryland or, Merger Sub and the Company hereby if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waiveswaives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch suit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for 5.6 shall affect the purpose referred right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 10.7 and 5.6 shall not be deemed to be constitute a general submission consent to said courts or service of process in the State of Florida Maryland and shall have no effect for any purpose except as provided in this Section 5.6. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other than for such purposejurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the Laws Law of the State of Florida (except Delaware without regard to the extent Law of the State of Delaware or any other jurisdiction that mandatory provisions would call for the application of federal Law are applicable). (a) the substantive laws of any jurisdiction other than the State of Delaware. Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10.3 addressed to such Party at the address specified pursuant to Section 10.3. Each of Acquiror, Merger Sub and the Company hereby Parties irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state United States District Court for the District of Delaware, or federal courts located in Broward Countythe event, Floridabut only in the event, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees that such court does not to assert, by way of motion, as a defense, counterclaim or otherwise, in any have jurisdiction over such action, suit action or proceeding, any claim that it is not personally subject to the exclusive jurisdiction of the aforesaid courts for any reasonDelaware Court of Chancery (or, other than in the failure to serve process in accordance with this Section 10.7, event that it or its property is exempt or immune from jurisdiction of any such court does not have jurisdiction over such action or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waivesProceeding, to the fullest extent permitted by applicable Lawexclusive jurisdiction of the Delaware Superior Court) (collectively, the benefit “Courts”), for the purposes of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding Proceeding arising out of or relating to this Agreement or the transactions any transaction contemplated hereby. hereby (b) and agrees not to commence any Proceeding relating hereto except in such Courts). Each of Acquirorthe Parties further agrees that service of any process, Merger Sub and the Company further irrevocably consents summons, notice or document hand delivered or sent in accordance with Section 10.3 to the such Party’s respective address set forth in Section 10.3 will be effective service of process out for any Proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any of the aforementioned courts in any action, suit or proceeding Proceeding arising out of or relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each Party agrees that a final judgment in any Proceeding properly brought in accordance with the terms of this Agreement shall be conclusive and may be enforced by suit on the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to judgment in any jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida any other than for such purposemanner provided at law or in equity. EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except Maryland without giving effect to the extent that mandatory provisions principles of federal Law are applicable). (a) conflicts of law. Each of Acquiror, Merger Sub and the Company hereby party irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of (i) any Maryland State court, and venue (ii) any Federal court of the state United States sitting in the State of Maryland, solely for the purposes of any suit, action or federal courts located in Broward County, Florida, and other proceeding between any of the courts hearing appeals therefrom, for any action, suit or proceeding parties hereto arising out of or relating to this Agreement and the transactions or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of Acquirorthe United States sitting in the State of Maryland or, Merger Sub and the Company hereby if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waiveswaives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch suit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for 5.8 shall affect the purpose referred right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 10.7 and 5.8 shall not be deemed to be constitute a general submission consent to said courts or service of process in the State of Florida Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other than for such purposejurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida (except to the extent that mandatory provisions of federal Law are applicable)THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. (a) Each By its execution and delivery of Acquirorthis Agreement, Merger Sub and each of the Company hereby Parties hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, agrees for itself that any legal action, suit suit, or proceeding against it with respect to any matter under or arising out of or relating to in connection with this Agreement and the transactions contemplated hereby. Each or for recognition or enforcement of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, any judgment rendered in any such action, suit suit, or proceeding, any claim that it is not personally subject shall be brought, to the extent possible, in either the United States District Court for the Southern District of New York or any New York State Court sitting in New York City or the Bankruptcy Court (the “Chosen Courts”). By execution and delivery of this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of the aforesaid courts for Chosen Courts, generally and unconditionally, with respect to any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is impropersuit, or that this Agreementproceeding, and waives any objection it may have to venue or the subject matter hereof, may not be enforced in or by such courts and further irrevocably convenience of the forum. (b) Each Party hereby waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right it may have to a trial by jury in connection with any action, suit or legal proceeding arising out of of, or relating to to, this Agreement or the transactions contemplated hereby. hereby (bwhether based on contract, tort, or any other theory). Each Party (i) Each certifies that no representative, agent, or attorney of Acquirorany other Party has represented, Merger Sub expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the Company further irrevocably consents other Parties have been induced to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to enter into this Agreement by by, among other things, the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub mutual waivers and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained certifications in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose17.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding all matters arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquirorhereby (including this Agreement’s interpretation, Merger Sub construction, performance and the Company hereby irrevocably enforcement) shall be construed and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject interpreted according to the jurisdiction Laws of the aforesaid courts for State of Delaware, excluding any reason, other than choice of law rules that may direct the failure to serve process application of the Laws of another jurisdiction. This Agreement shall be construed and interpreted in accordance with the English language only, which language shall be controlling in all respects. No translation, if any, of this Section 10.7, Agreement shall have any force or effect in the interpretation hereof or in the determination of the intent of the Parties hereunder. Each Party and Parent stipulates that it or any dispute shall be commenced and prosecuted in its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)entirety in, and consents to the fullest extent permitted by applicable Lawexclusive jurisdiction and proper venue of, the Court of Chancery of the State of Delaware, New Castle County, or, if that the actioncourt does not have jurisdiction, suit or proceeding a federal court sitting in Wilmington, Delaware, and each Party and Parent consents to personal and subject matter jurisdiction and venue in any such court is brought in an inconvenient forum, that and waives and relinquishes all right to attack the suitability or convenience of any such venue or forum by reason of such action, suit their present or proceeding is improperfuture domiciles, or by any other reason. The Parties and Parent acknowledge that this Agreementall Orders issued by any such court will be binding and enforceable in all jurisdictions and countries. Without limiting any other means of service, or the subject matter hereof, may not be enforced in or by such courts each Party and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit Parent agrees that service of any defense that would hinderprocess, xxxxxx summons, notice or delay document with respect to any Proceeding may be served on it in accordance with the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictionnotice provisions set forth in Section 11.7. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH OF THE PARTIES AND PARENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of AcquirorThis Agreement and all actions, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state proceedings or federal courts located in Broward Countycounterclaims (whether based on contract, Florida, and the courts hearing appeals therefrom, for any action, suit tort or proceeding otherwise) arising out of or relating to this Agreement and Agreement, any of the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyactions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof). (b) Each of Acquirorthe parties hereto (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, of any Delaware state or federal court within the State of Delaware), in the event any dispute arises out of this Agreement, any of the transactions contemplated by this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof and thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) except as set forth below, agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware state or federal courts within the State of Delaware, as described above. (c) Each of Parent, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any such action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (cd) Each of AcquirorEACH OF PARENT, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedMERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposePROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida (except Delaware without giving effect to any choice or conflict of law provision or rule. Each party hereto stipulates that any dispute or disagreement between or among any of the parties hereto as to the extent that mandatory provisions interpretation of federal Law are applicable). (a) Each any provision of, or the exercise of Acquirorany rights or the performance of obligations under, Merger Sub this Agreement shall be commenced and the Company hereby irrevocably prosecuted in its entirety in, and unconditionally consents to submit to the exclusive jurisdiction and proper venue of, the Delaware Chancery Court or, if such court does not have jurisdiction of the state or dispute, any federal courts court located in Broward County, Floridathe State of Delaware, and each party hereto consents to personal and subject matter jurisdiction and venue in such courts and waives and relinquishes all right to attack the courts hearing appeals therefromsuitability or convenience of such venue or forum by reason of their present or future domiciles, for or by any actionother reason. The parties hereto acknowledge that all directions issued by the forum court, suit including all injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries. Each party hereby waives its right to a trial by jury of any claim or proceeding cause of action arising out of or relating to Parent’s investigation of the Company, this Agreement, the negotiation and execution of this Agreement or any Contract entered into pursuant hereto (except to the extent otherwise expressly set forth therein) and the performance by the parties of its or their terms in any action, proceeding or other litigation of any type brought by one party against another, regardless of the basis of the claim or cause of action. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (i) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Lenders in any way relating to this Agreement or any of the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereofincluding, may but not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlimited to, any and all rights to trial by jury in connection with any action, suit or proceeding dispute arising out of or relating in any way to this Agreement the Debt Commitment Letter or the transactions performance thereof or the financings contemplated hereby. thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (bii) Each agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of Acquiroraction (whether at law, Merger Sub and the Company further irrevocably consents to the service of process out of in equity, in contract, in tort or otherwise) against any of the aforementioned courts Lenders in any actionway relating to the Debt Commitment Letters or the performance thereof or the financings contemplated thereby, suit shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or proceeding rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether at law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, except for claims by Parent or the Merger Sub against the Lenders pursuant to the Debt Commitment Letter and any definitive documents related thereto, (A) none of the parties hereto nor any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against any Lender, in any way relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws or any of the State transactions contemplated by this Agreement, or in respect of Florida any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (B) no Lender shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. None of the United States of America; provided, that consent by the parties to jurisdiction and service contained limitations in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and 10.9(b) shall not be deemed to be a general submission affect any party’s right to said courts or seek specific performance pursuant to and in the State accordance with Section 10.11. The Lenders are intended third party beneficiaries of Florida other than for such purposethis Section 10.9(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement (other than Articles ‎II and ‎III and the provisions relating to the fiduciary duties of the Company Board) and all disputes or controversies arising out of or relating to this Agreement (other than Articles ‎II and ‎III and the provisions relating to the fiduciary duties of the Company Board) shall be governed by and construed in accordance with the internal Laws of the State of Florida (except Delaware, without regard to the extent that mandatory conflicts-of-law principles of such State. Articles ‎II and ‎III of this Agreement and the provisions of federal Law are applicable)this Agreement relating to fiduciary duties of the Company Board, and all claims or causes of action based upon, arising out of, or related to such provisions, will be governed by, and construed in accordance with, the Laws of the State of Maryland, without regard to the conflicts-of-law principles of such State. (ab) Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of Delaware) for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its subsidiaries except in such courts). Each of the Parties further agrees that, to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of this Agreement, whether in law or relating to this Agreement and the transactions contemplated hereby. Each of Acquirorin equity, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim whether in contract or in tort or otherwise, in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding brought in any such court is has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the legal relations between the Parties and the adjudication and the enforcement thereof, shall be governed by and interpreted and construed in accordance with the Laws substantive laws of the State of Florida (except Delaware, without regard to the extent that mandatory applicable choice of law provisions of federal Law are applicable)thereof. (ab) Each of AcquirorParty, Merger Sub and the Company by its execution hereof, (i) hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts of the State of Delaware located in Broward CountyWilmington, FloridaDelaware or the United States District Court for the District of Delaware for the purpose of any and all actions, and the courts hearing appeals therefromsuits or proceedings arising in whole or in part out of, for any actionrelated to, suit based upon or proceeding arising out of or relating to in connection with this Agreement and or the transactions contemplated hereby. Each of Acquirorsubject matter hereof (each, Merger Sub and a “Proceeding”), (ii) hereby waives to the Company hereby irrevocably and unconditionally waivesextent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any such action, suit or proceedingProceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of attachment or execution or that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts or from any legal process commenced in such courts (whether through service should be stayed by reason of notice, attachment prior to judgment, attachment in aid the pendency of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or some other proceeding in any such other court is brought in an inconvenient forum, that other than one of the venue of such action, suit or proceeding is improperabove-named courts, or that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any Proceeding other than before one of the above-named courts and further irrevocably waives, nor to make any motion or take any other action seeking or intending to cause the fullest extent permitted by applicable Law, the benefit transfer or removal of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount Proceeding to which the party is entitled pursuant to the final judgment of any court having jurisdictionother than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Party hereby (bA) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch action in any manner permitted by Delaware Law, suit (B) agrees that service of process made in accordance with clause (A) or proceeding arising out of or relating to this Agreement by the mailing of copies thereof made by registered or certified mail, postage prepaidreturn receipt requested, to such party at its address specified pursuant to Section 10.311.2, such shall constitute good and valid service of process in any Proceeding and (C) waives and agrees not to be effective upon acknowledgment assert (by way of receipt motion, as a defense or otherwise) in any Proceeding any claim that service of such registered mailprocess made in accordance with clauses (A) or (B) does not constitute good and valid service of process. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida (except to the extent that mandatory provisions of federal Law are applicable). (a) Delaware. Each of Acquiror, Merger Sub and the Company parties to this Agreement hereby irrevocably and unconditionally consents to submit submits, for itself and its assets and properties, to the exclusive jurisdiction of the Delaware Court of Chancery, or with respect to claims in which exclusive subject matter jurisdiction of such claims is Federal, the United States District Court for the Southern District of New York, and any courts having appellate jurisdiction therefrom, in any Action initiated prior to the Effective Time (or after the Effective Time if specific performance is sought) arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally (1) agrees not to commence any such Action or proceeding prior to the Effective Time (or after the Effective Time if specific performance is sought) except in such courts; (2) agrees that any claim in respect of any such Action or proceeding prior to the Effective Time (or after the Effective Time if specific performance is sought) may be heard and determined in such Delaware state or Federal court; (3) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action or proceeding prior to the Effective Time (or after the Effective Time if specific performance is sought) prior to the Effective Time (or after the Effective Time if specific performance is sought) in any such Delaware state or federal courts located in Broward CountyFederal court; and (4) waives, Floridato the fullest NAI-1503806643v11 extent permitted by Law, and the courts hearing appeals therefrom, for any action, suit defense of an inconvenient forum to the maintenance of such Action or proceeding prior to the Effective Time (or after the Effective Time if specific performance is sought) in any such Delaware state or Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding prior to the Effective Time (or after the Effective Time if specific performance is sought) shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law. (b) Each party hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury agreements delivered in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. hereby or thereby. Each party certifies and acknowledges that (b1) Each of Acquirorno representative, Merger Sub and the Company further irrevocably consents to the service of process out 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 either of such waivers, (2) it understands and has considered the aforementioned courts in any actionimplications of such waivers, suit or proceeding arising out of or relating (3) it makes such waivers voluntarily, and (4) it has been induced to enter into this Agreement by by, among other things, the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub mutual waivers and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained certifications in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose9.11.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory might otherwise govern under applicable principles of conflicts of laws thereof. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees were not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process performed in accordance with this Section 10.7their specific terms or were otherwise breached. It is accordingly agreed that the parties shall, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawlaw, be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, to the fullest extent permitted by applicable law, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that the action, suit it will not attempt to deny or proceeding in defeat such personal jurisdiction by motion or other request for leave from any such court is brought in an inconvenient forum, and (iii) agrees that the venue of such action, suit or proceeding is improper, or that it will not bring any action relating to this Agreement, Agreement or the subject matter hereof, may not be enforced transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or by such courts and further irrevocably a Federal court of the United States of America located in the State of Delaware. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right it may have to a trial by jury in connection with respect of any actionsuit, suit action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.8. (bc) Each of AcquirorTo the fullest extent permitted by applicable law, Merger Sub and the Company further each party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment acknowledgement of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for Agreement shall affect the purpose referred right of any party to serve legal process in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida any other than for such purposemanner permitted by law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the Laws internal laws of the State of Florida (except Nevada, without regard to the extent principles of conflict of laws thereof. Each party agrees that mandatory provisions all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Note (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced in the state and federal Law are applicablecourts sitting in the County of Xxxxx (the “Xxxxx County Courts”). (a) . Each of Acquiror, Merger Sub and the Company party hereto hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state Xxxxx County Courts for the adjudication of any dispute hereunder or federal courts located in Broward County, Floridaconnection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such Xxxxx County Courts, or Xxxxx County Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 aforesaid courts address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any reason, other than the failure way any right to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent other manner permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right to trial by jury in connection with any action, suit or legal proceeding arising out of or relating to this Agreement Note or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit . If either party shall commence an action or proceeding arising out to enforce any provisions of this Note, then the prevailing party in such action or relating to this Agreement proceeding shall be reimbursed by the mailing of copies thereof by registered mailother party for its attorneys’ fees and other costs and expenses reasonably incurred in the investigation, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt preparation and prosecution of such registered mailaction or proceeding. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except Maryland without giving effect to the extent that mandatory provisions principles of federal Law are applicable). (a) conflicts of law. Each of Acquiror, Merger Sub and the Company hereby party irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of (i) any Maryland State court, and venue (ii) any Federal court of the state United States sitting in the State of Maryland, solely for the purposes of any suit, action or federal courts located in Broward County, Florida, and other proceeding between any of the courts hearing appeals therefrom, for any action, suit or proceeding parties hereto arising out of or relating to this Agreement and the transactions or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of Acquirorthe United States sitting in the State of Maryland or, Merger Sub and the Company hereby if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waiveswaives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch suit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for 5.6 shall affect the purpose referred right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 10.7 and 5.6 shall not be deemed to be constitute a general submission consent to said courts or service of process in the State of Florida Maryland and shall have no effect for any purpose except as provided in this Section 5.6. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other than for such purposejurisdictions by suit on the judgment or in any other manner provided by law (b) Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising at law or in equity (collectively, the “Covered Matters”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed and construed in accordance with by the Laws laws of the State of Florida (except Delaware without giving effect to the extent that mandatory choice of law provisions of federal Law are applicable)thereof. (ab) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws Chancery Court of the State of Florida and Delaware or federal courts of the United States of America; providedAmerica for the District of Delaware, that consent by to the extent the Chancery Court of the State of Delaware does not have jurisdiction over any such Action, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and irrevocably waive the defense of an inconvenient forum to the maintenance of any such Action. The parties hereto agree 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 applicable law. The consents to jurisdiction and service contained set forth in this Section 10.7 is solely 13.8 shall not constitute general consents to service of process in the State of Delaware, shall have no effect for the any purpose referred to except as provided in this Section 10.7 13.8 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeconfer rights on any third party. (c) BUYER AND SELLER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Florida (except Delaware, without regard to the extent that mandatory provisions its conflict of federal Law are applicable)laws rules or principles. (ab) Each of Acquiror, Merger Sub and the Company The Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the any state or federal courts located court sitting in Broward CountyWilmington, Florida, and the courts hearing appeals therefrom, for Delaware with respect to any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. (b) Each , and each Party irrevocably agrees that all claims in respect of Acquirorsuch dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably waive, Merger Sub and the Company further irrevocably consents to the service of process out fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any of the aforementioned courts in any action, suit or proceeding dispute arising out of or relating to this Agreement by or any of the mailing transactions contemplated hereby brought in such court or any defense of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt inconvenient forum for the maintenance of such registered maildispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of AcquirorTHE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all other matters related to or arising from this Agreement shall be governed and construed in accordance with and governed by the Laws laws of the State of Florida Delaware (except without giving effect to the extent any conflicts of law principles that mandatory provisions would cause laws of federal Law are applicableanother jurisdiction to apply). (a) . Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally parties hereto (i) consents to submit itself to the exclusive personal jurisdiction and venue of the state or federal courts of the State of Delaware and any Federal court located in Broward County, Florida, and the courts hearing appeals therefrom, for State of Delaware in the event any action, suit or proceeding arising dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement and or any of the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, this Agreement in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, court other than the failure courts of the State of Delaware and any Federal court located in the State of Delaware and (iv) consents to serve service of process being made through the notice procedures set forth in accordance with this Section 10.76.8. Without limiting other means of service of process permissible under applicable law, each of the Company, Parent and Merger Sub hereby agrees that it or its property is exempt or immune from jurisdiction service of any such court process, summons, notice or from any legal process commenced document by U.S. certified or registered mail to the respective addresses set forth in such courts (whether through Section 6.8 shall be effective service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, process for any suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory might otherwise govern under applicable principles of conflicts of laws thereof. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of federal Law this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are applicable). entitled at law or in equity. In addition, each of the parties hereto (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit itself to the exclusive personal jurisdiction and venue of the state or federal Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in Broward County, Florida, and the courts hearing appeals therefrom, for State of Delaware in the event any action, suit or proceeding arising dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement and or the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, this Agreement in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, court other than the failure to serve process Court of Chancery of the State of Delaware or a Federal court of the United States of America located in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction the State of any such court or from any legal process commenced in such courts Delaware. (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right it may have to a trial by jury in connection with respect of any actionsuit, suit action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.8. (bc) Each of Acquiror, Merger Sub and the Company further party to this Agreement irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment acknowledgement of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for Agreement shall affect the purpose referred right of any party to serve legal process in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida any other than for such purposemanner permitted by law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (i) This Agreement Agreement, and all claims or causes of action (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, the negotiation, execution or performance hereof or thereof, and the Transactions shall be governed by and construed in accordance with the Laws laws of the State of Florida Delaware, without giving effect to any choice or conflict of law provision or rule (except to whether of the extent State of Delaware or any other jurisdiction) that mandatory provisions would cause the application of federal Law are applicable)the laws of any jurisdiction other than the State of Delaware. (aii) Each of Acquiror, Merger Sub and the Company hereby parties irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal courts located in Broward County, Florida, and court within the courts hearing appeals therefrom, State of Delaware) for the purpose of any action, suit action or proceeding arising out of or relating to this Agreement and the transactions contemplated herebyAgreement. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and parties agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebylaw. (biii) Each of Acquiror, Merger Sub and the Company further parties irrevocably consents to the service of any summons and complaint and any other process out in any other action or proceeding relating to the Transactions, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 10(f) shall affect the right of any of the aforementioned courts party hereto to serve legal process in any action, suit or proceeding arising out of or relating to this Agreement other manner permitted by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered maillaw. (civ) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida Delaware (except to the extent that mandatory provisions of federal Law law are applicable). (a) without giving effect to the principles of conflicts of law. Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over the Litigation lies with the courts of the United States, any court of the United States located in Broward County, Florida, and the courts hearing appeals therefromState of Delaware, for any action, suit or proceeding Litigation arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such actionLitigation, suit or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.79.2, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawlaw, that the action, suit or proceeding Litigation in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the benefit of any defense that would hinder, xxxxxx fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights to trial by jury in connection with any action, suit or proceeding Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub Ameritrade and the Company further TD irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement such Litigation by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub TD and the Company Ameritrade each expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida Delaware and of the United States of America; provided, provided that consent by the parties Ameritrade and TD to jurisdiction and service contained in this Section 10.7 9.2 is solely for the purpose referred to in this Section 10.7 9.2 and shall not be deemed to be a general submission to said courts or in the State of Florida Delaware other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory might otherwise govern under applicable principles of conflicts of laws thereof. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of federal Law this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are applicable). entitled at law or in equity. In addition, each of the parties hereto (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit itself to the exclusive personal jurisdiction and venue of the state or federal Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in Broward County, Florida, and the courts hearing appeals therefrom, for State of Delaware in the event any action, suit or proceeding arising dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement and or the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, this Agreement in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, court other than the failure to serve process Court of Chancery of the State of Delaware or a Federal court of the United States of America located in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction the State of any such court or from any legal process commenced in such courts Delaware. (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right it may have to a trial by jury in connection with respect of any actionsuit, suit action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.6. (bc) Each of Acquiror, Merger Sub and the Company further party to this Agreement irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment acknowledgement of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for Agreement shall affect the purpose referred right of any party to serve legal process in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida any other than for such purposemanner permitted by law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all claims and causes of action arising hereunder shall be governed by, and construed in accordance with with, the Laws Law of the State of Florida Delaware applicable to contracts executed in and to be performed in that State with the exception of (except and to the extent mandatorily required) any provisions relating to the SID that mandatory provisions are required to be governed by the Law of federal Law are applicable). (a) the Commonwealth of Australia, which shall be governed by such Law. Each of Acquiror, Merger Sub and the Company BCA Parties hereby irrevocably and unconditionally consents to submit and submits to the exclusive jurisdiction and venue of the state or Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Litigation Division) declines to accept jurisdiction over a particular matter, any federal courts court located in Broward County, Floridathe State of Delaware, and any appellate courts therefrom (collectively, the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby“Chosen Courts”). Each of Acquiror, Merger Sub the BCA Parties further agrees that notice as provided in the BCA shall constitute sufficient service of process and each of the Company BCA Parties further waives any argument that such service is insufficient. Each of the BCA Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such actionAction arising out of or relating to this Agreement, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts Chosen Court as described herein for any reason, other than the failure to serve process in accordance with this Section 10.7, (ii) that it or its property is exempt or immune from jurisdiction of any such court Chosen Court or from any legal process commenced in such courts the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and to (iii) that (A) the fullest extent permitted by applicable Law, that the action, suit or proceeding Action in any such court is brought in an inconvenient forum, that (B) the venue of such action, suit Action is improper or proceeding is improper, or that (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to courts. In the fullest extent permitted by applicable Law, the benefit event any provision of any defense that would hinder, xxxxxx or delay Ancillary Agreement in any way conflicts with the levy, execution or collection provisions of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquirorexcept where a provision therein expressly provides that it is intended to take precedence over this Agreement), Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mailshall control. EACH OF THE BCA PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailUNDER OR IN CONNECTION WITH THIS AGREEMENT. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida New York, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of New York or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) Each the laws of Acquiror, Merger Sub and any jurisdiction other than the Company State of New York. The Parties hereby irrevocably and unconditionally consents consent to submit to the exclusive jurisdiction and venue of the state or federal courts of the State of New York and the United States of America, in each case located in Broward County, Florida, and the courts hearing appeals therefromCounty of New York, for any actionAction seeking to enforce any provision of, suit or proceeding based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates). Consistent with the preceding sentence, each of the Parties hereby (a) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each brought by either Party, (b) agrees that service of Acquirorprocess will be validly effected by sending notice in accordance with Section 3.3, Merger Sub and the Company hereby (c) irrevocably and unconditionally waiveswaive, and agrees agree not to assert, assert by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawexecution, that the action, suit or proceeding in any such court Action is brought in an inconvenient forum, that the venue of such action, suit or proceeding the Action is improper, or that this Agreement, Agreement or the subject matter hereof, transactions contemplated by this Agreement may not be enforced in or by any of the above named courts, and (d) agrees not to move to transfer any such courts and further irrevocably waives, Action to a court other than any of the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyabove-named courts. (b) Each of AcquirorEACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any actionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mailAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, postage prepaidEXPRESSLY OR OTHERWISE, to such party at its address specified pursuant to Section 10.3THAT SUCH OTHER PARTY WOULD NOT, such service of process to be effective upon acknowledgment of receipt of such registered mailIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with with, the Laws internal laws of the State of Florida (except New York, without regard to the extent laws of any other jurisdiction that mandatory provisions might be applied because of federal Law are applicable). (a) the conflicts of laws principles of the State of New York. Each of Acquiror, Merger Sub and the Company hereby parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for agrees that any action, suit legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and determined any New York state or federal court sitting in the Borough of Manhattan, City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of Acquirorthe parties agrees not to commence any action, Merger Sub suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the Company parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such actionaction or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, suit or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the aforesaid courts in New York as described herein for any reason, other than the failure to serve process in accordance with this Section 10.7, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)) and (c) that (i) the suit, and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of such actionsuit, suit action or proceeding is improper, improper or that (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waivescourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, to the fullest extent permitted by applicable LawAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, the benefit of any defense that would hinderACTION, xxxxxx or delay the levyPROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyOR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the Laws internal laws of the State of Florida (except Florida, without regard to the extent principles of conflicts of law thereof. Each party agrees that mandatory provisions of federal Law are applicable). (a) Each of Acquirorall legal proceedings concerning the interpretations, Merger Sub enforcement and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state or and federal courts located sitting in Broward County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Broward County, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of any such 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 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 aforesaid courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any reason, other than the failure way any right to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent other manner permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictionlaw. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and all questions and Proceedings arising out of or relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the Laws of the State of Florida (except Delaware. Each Party hereby agrees that service of summons, complaint, or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10.3 addressed to such Party at the extent that mandatory provisions of federal Law are applicable). (a) address specified pursuant to Section 10.3. Each of Acquiror, Merger Sub and the Company hereby Parties irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state Court of Chancery of the State of Delaware, or federal courts located in Broward Countythe event, Floridabut only in the event, and that such court declines to accept jurisdiction over such Proceeding, to the courts hearing appeals therefromexclusive jurisdiction of the United States District Court for the District of Delaware (or, in the event that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware) (collectively, the “Courts”), for the purposes of any action, suit or proceeding Proceeding arising out of or relating to this Agreement and the transactions or any transaction contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, (and agrees not to assert, by way of motion, commence any Proceeding relating hereto except in such Courts as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction provided herein). Each of the aforesaid courts for Parties further agrees that service of any reasonprocess, other than the failure to serve process summons, notice, or document hand delivered or sent in accordance with this Section 10.7, that 10.3 to such Party’s address set forth in Section 10.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it or its property is exempt or immune from has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any such court Proceeding arising out of or from any legal process commenced relating to this Agreement, the other Transaction Documents, or the Transactions in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)the Courts, and hereby further irrevocably and unconditionally waives and agrees not to the fullest extent permitted by applicable Law, that the action, suit plead or proceeding claim in any such court is that any such Proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each Party agrees that a final judgment in any Proceeding properly brought in accordance with the venue terms of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, Agreement shall be conclusive and may not be enforced by suit on the judgment in any jurisdiction or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of in any defense that would hinder, xxxxxx other manner provided at law or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictionin equity. Each of Acquiror, Merger Sub and the Company Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights right it may have to a trial by jury in connection with respect of any action, suit Proceeding directly or proceeding indirectly arising out of or relating to in connection with this Agreement and any other Transaction Document executed in connection herewith or the transactions contemplated hereby. Transactions. Each Party certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such Party would not seek to enforce the foregoing waiver in the event of an action or Proceeding, (b) Each such Party has considered the implications of Acquirorthis waiver, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquirorsuch Party makes this waiver voluntarily, Merger Sub and (d) such Party has been induced to enter into this Agreement by, among other things, the Company expressly acknowledges that the foregoing mutual waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained certifications in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose9.1.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory provisions might otherwise govern under applicable principles of federal Law are applicable)conflicts of laws thereof. (ab) Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out Court of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction Chancery of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction State of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury Delaware in connection with any action, suit matter based upon or proceeding arising out of this Agreement, the Merger and the Transaction or relating any other matters contemplated herein (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any Claims related hereto except in such Court of Chancery (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or the transactions contemplated hereby. (b) Each of Acquirorwith respect to any other dispute, Merger Sub and the Company further matter or claim whatsoever. The parties hereto irrevocably consents consent to the service of process out of any of the aforementioned courts in any action, suit such action or proceeding arising out of or relating to this Agreement by the mailing delivery of copies thereof by registered mail, postage prepaid, overnight courier to the address for such party at its address specified pursuant to Section 10.3, which notices are deliverable hereunder. Any such service of process to shall be effective upon acknowledgment delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law. 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 receipt (i) 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, (ii) that such registered mailaction 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 (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. (c) Each of AcquirorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeTORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida New York, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of New York or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) Each the laws of Acquiror, Merger Sub and any jurisdiction other than the Company State of New York. The Parties hereby irrevocably and unconditionally consents consent to submit to the exclusive jurisdiction and venue of the state or federal courts of the State of New York and the United States of America, in each case located in Broward County, Florida, and the courts hearing appeals therefromCounty of New York, for any actionAction seeking to enforce any provision of, suit or proceeding based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates). Consistent with the preceding sentence, each of the Parties hereby (a) submits to the exclusive jurisdiction of such courts for the purpose of any Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each brought by either party hereto, (b) agrees that service of Acquirorprocess will be validly effected by sending notice in accordance with Section 3.3, Merger Sub and the Company hereby (c) irrevocably and unconditionally waiveswaive, and agrees agree not to assert, assert by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7above-named courts, that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawexecution, that the action, suit or proceeding in any such court Action is brought in an inconvenient forum, that the venue of such action, suit or proceeding the Action is improper, or that this Agreement, Agreement or the subject matter hereof, transactions contemplated by this Agreement may not be enforced in or by any of the above named courts, and (d) agrees not to move to transfer any such courts and further irrevocably waives, Action to a court other than any of the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyabove-named courts. (b) Each of AcquirorEACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any actionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mailAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, postage prepaidEXPRESSLY OR OTHERWISE, to such party at its address specified pursuant to Section 10.3THAT SUCH OTHER PARTY WOULD NOT, such service of process to be effective upon acknowledgment of receipt of such registered mailIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10. (c) Each of AcquirorThe Company agrees that service to the Process Agent (as defined below) or as otherwise specified in Section 3.3 shall be valid and sufficient service, Merger Sub and the Company expressly acknowledges that waives any objections to such service. The Company hereby irrevocably designates GKL Corporate/Search, Inc., Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000 (the foregoing waivers are intended “Process Agent”), as the designee, appointee and agent of the Company to be irrevocable receive, for and on behalf of the Company, service of process for the purposes of this Section 3.10. The Company irrevocably waives any requirements for service abroad of process or other documents, including under the laws Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The Company agrees that service of process in respect of it upon the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and Process Agent shall not be deemed to be a general submission effective service of process upon it. The Company agrees that the failure of the Process Agent to said courts give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any Action based thereon. If for any reason the State Process Agent shall cease to be available to act as such, the Company agrees to irrevocably appoint another such agent in New York City as its authorized agent for service of Florida process, on the terms and for the purposes of this Section 3.10. Nothing herein shall in any way be deemed to limit the ability of the Investor to serve any such legal process in any other than for manner permitted by applicable Law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against them in such purposeother jurisdiction, and in such matter, as may be permitted by applicable Law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising at law or in equity (collectively, the “Covered Matters”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed and construed in accordance with by the Laws laws of the State of Florida (except Delaware without giving effect to the extent that mandatory choice of law provisions of federal Law are applicable)thereof. (ab) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws Chancery Court of the State of Florida and Delaware(or of the United States of America; providedAmerica for the District of Delaware, that consent by to the extent the Chancery Court of the State of Delaware does not have jurisdiction over any such Action, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and irrevocably waive the defense of an inconvenient forum to the maintenance of any such Action. The parties hereto agree 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 applicable law. The consents to jurisdiction and service contained set forth in this Section 10.7 is solely 13.8 shall not constitute general consents to service of process in the State of Delaware, shall have no effect for the any purpose referred to except as provided in this Section 10.7 13.8 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeconfer rights on any third party. (c) BUYER AND SELLERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BUYER OR SELLERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed and construed in accordance with by the Laws laws of the State of Florida (except New York, without regard to any conflicts of law rules or principles that would result in the extent that mandatory provisions application of federal Law are applicable)the laws of another jurisdiction. (ab) Each party hereby consents to, and confers exclusive jurisdiction upon, the courts of Acquiror, Merger Sub the State of New York and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue Federal courts of the state or federal courts United States of America located in Broward County, Floridathe Borough of Manhattan in the State of New York, and the appropriate appellate courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with over any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) any Ancillary Document. Each of Acquirorparty hereby waives, Merger Sub and the Company further irrevocably consents agrees not to the service of process out of any of the aforementioned courts assert, as a defense in any such action, suit or proceeding arising out of that it is not subject to such jurisdiction or relating to that such action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement or any Ancillary Document may not be enforced in or by said courts or that its Assets are exempt or immune from execution, that such action, suit or proceeding is brought in an inconvenient forum, or that the mailing venue of copies thereof by registered mailsuch action, postage prepaidsuit or proceeding is improper. Seller and Buyer covenant not to initiate any such action, to suit or proceeding in any other jurisdiction. Service of process in any such action, suit or proceeding may be served on any party at its address specified pursuant to anywhere in the world, whether within or without the State of New York, as provided in Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each party hereby waives to the fullest extent permitted by applicable Legal Requirements, any right it may have to a trial by jury in respect of Acquirorany proceeding directly or indirectly arising out of, Merger Sub under or in connection with this Agreement or any Ancillary Document or any transaction contemplated hereby or thereby. Each party (i) certifies 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, and (ii) acknowledges that it and the Company expressly acknowledges that other parties have been induced to enter into this Agreement by, among other things, the foregoing mutual waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained certifications in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeparagraph.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the “Covered Matters”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed and construed in accordance with by the Laws laws of the State of Florida (except Delaware without giving effect to the extent that mandatory choice of law provisions thereof. All recording matters relating to the conveyance of federal Law are applicable)each parcel of Owned Real Property will be conducted in conformity with the applicable requirements of local law governing the location of such parcel. (ab) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws Chancery Court of the State of Florida and Delaware, or of the United States of America; providedAmerica for the State of Delaware, that consent by and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction and service contained set forth in this Section 10.7 is solely 11.9 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for the any purpose referred to except as provided in this Section 10.7 11.9 and shall not be deemed to confer rights on any third party. The parties hereto agree that a final judgment in any such Action shall be a general submission to said courts conclusive and may be enforced in other jurisdictions by suit on the judgment or in the State of Florida any other than for such purposemanner provided by applicable law. (c) BUYER, SCHURZ AND SELLERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BUYER, SCHURZ OR SELLERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be is governed by and construed in accordance with the Laws of the State of Florida (except to Delaware, regardless of the extent Laws that mandatory provisions might otherwise govern under applicable principles of federal conflicts of Law are applicable)thereof. (ab) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts parties (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and i) to the fullest extent permitted by applicable Law, that irrevocably consents to the action, suit service of the summons and complaint and any other process (whether inside or proceeding outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or Legal Proceeding relating to this Agreement or the transactions contemplated hereby. , for and on behalf of itself or any of its properties or assets, in accordance with Section 6.4 or in such other manner as may be permitted by applicable Law, and nothing in this Section 6.7 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (bii) Each of Acquiror, Merger Sub irrevocably and the Company further irrevocably unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the service exclusive general jurisdiction of process the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the aforementioned courts Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it will not bring any action, suit or proceeding arising out of or Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. The Parent and the Stockholder agree that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the mailing of copies thereof judgment or in any other manner provided by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailapplicable Law. (c) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of AmericaAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (I) 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; provided(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 BY, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeAMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.7.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall shall, to the greatest extent permitted by applicable law, be governed by and construed and enforced in accordance with the Laws internal laws of the State of Florida (except New York and federal laws of the United States of America, without regard to any principles of conflicts of law thereof that would defer to the extent substantive laws of any other jurisdiction. Each party agrees that mandatory provisions all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal Law are applicablecourts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). (a) . Each of Acquiror, Merger Sub and the Company party hereto hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state New York Courts for the adjudication of any dispute hereunder or federal courts located in Broward County, Floridaconnection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the Purchase Agreement), and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The preceding consents to New York governing law and jurisdiction and venue in New York State's Supreme Court have been made by the aforesaid courts parties in reliance (at least in part) on Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any reason, other than the failure way any right to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent other manner permitted by applicable Law, that the action, suit law. If either party shall commence an action or proceeding in to enforce any such court is brought in an inconvenient forum, that the venue provision of such action, suit or proceeding is improper, or that this Agreement, or then the subject matter hereof, may not be enforced prevailing party in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement shall be reimbursed by the mailing of copies thereof by registered mailother party for its attorneys’ fees and other costs and expenses incurred in the investigation, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt preparation and prosecution of such registered mailaction or proceeding. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory might otherwise govern under applicable principles of conflicts of laws thereof. The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees were not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process performed in accordance with this Section 10.7their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawlaw, be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, to the fullest extent permitted by applicable law, each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United States of America located in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that the action, suit it will not attempt to deny or proceeding in defeat such personal jurisdiction by motion or other request for leave from any such court is brought in an inconvenient forum, and (iii) agrees that the venue of such action, suit or proceeding is improper, or that it will not bring any action relating to this Agreement, Agreement or the subject matter hereof, may not be enforced transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or by such courts and further irrevocably a Federal court of the United States of America located in the State of Delaware. (b) Each Party hereto hereby waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights right it may have to a trial by jury in connection with respect of any actionsuit, suit action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such Party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7. (bc) Each of AcquirorTo the fullest extent permitted by applicable law, Merger Sub and the Company further each Party hereto irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party Party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment acknowledgement of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for Agreement shall affect the purpose referred right of any Party to serve legal process in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida any other than for such purposemanner permitted by law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida (except Maryland without giving effect to the extent that mandatory provisions principles of federal Law are applicable). (a) conflicts of law. Each of Acquiror, Merger Sub and the Company hereby party irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of (i) any Maryland State court, and venue (ii) any Federal court of the state United States sitting in the State of Maryland, solely for the purposes of any suit, action or federal courts located in Broward County, Florida, and other proceeding between any of the courts hearing appeals therefrom, for any action, suit or proceeding parties hereto arising out of or relating to this Agreement and the transactions or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of Acquirorthe United States sitting in the State of Maryland or, Merger Sub and the Company hereby if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waiveswaives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company party further irrevocably consents to the service of process out of any of the aforementioned courts in any actionsuch suit, suit action or other proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, mail to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges ; provided that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained nothing in this Section 10.7 is solely for 5.8 shall affect the purpose referred right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 10.7 and 5.8 shall not be deemed to be constitute a general submission consent to said courts or service of process in the State of Florida Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other than for such purposejurisdictions by suit on the judgment or in any other manner provided by law (b) Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising at law or in equity (collectively, the “Covered Matters”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed and construed in accordance with by the Laws laws of the State of Florida (except Delaware without giving effect to the extent that mandatory choice of law provisions of federal Law are applicable)thereof. (ab) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Chancery Court of the State of Delaware or federal courts of the United States of America for the District of Delaware, to the extent the Chancery Court of the State of Delaware does not have jurisdiction over any such Action, and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and unconditionally waivesirrevocably waive the defense of an inconvenient forum to the maintenance of any such Action. The parties hereto agree 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 applicable law. The consents to jurisdiction set forth in this Section 13.8 shall not constitute general consents to service of process in the State of Delaware, shall have no effect for any purpose except as provided in this Section 13.8 and shall not be deemed to confer rights on any third party. (c) Notwithstanding the foregoing Section 13.8(a) or Section 13.8(b), each of the parties agrees that it will not to assertbring or support any Action of any kind or description, by way of motionwhether in law or in equity, as a defense, counterclaim whether in contract or in tort or otherwise, against the Debt Financing Sources in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or way relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of Ancillary Documents or any of the aforementioned courts in transactions contemplated hereby or thereby, including but not limited to any action, suit or proceeding dispute arising out of or relating in any way to this Agreement by the mailing Debt Financing or the performance of copies thereof by registered mailthe transactions related thereto, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and in any forum other than the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws Supreme Court of the State of Florida and 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 America; providedNew York located in the County of New York (and appellate courts thereof), that consent by and makes the parties agreements, waivers and consents set forth in Section 13.8(b) mutatis mutandis but with respect to jurisdiction and service contained the courts specified in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose13.8(c). (d) BUYER AND SELLER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF, INCLUDING ANY ACTION AGAINST THE DEBT FINANCING SOURCES ARISING OUT OF, OR RELATING TO, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE DEBT FINANCING.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida Delaware, without giving effect to any choice or conflict of law provision or rule (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue whether of the state State of Delaware or federal courts located in Broward Countyany other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, Florida, and each of the courts hearing appeals therefrom, for parties hereto irrevocably agrees that any action, suit legal action or proceeding arising out of or relating with respect to this Agreement and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any such actionaction or proceeding with respect to this Agreement, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason, reason other than the failure to serve process in accordance with this Section 10.712(j), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable Lawlaw, any claim that (A) the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that (B) the venue of such actionsuit, suit action or proceeding is improper, improper or that (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourts. Each of Acquirorthe parties hereby agrees that service of any process, Merger Sub and the Company irrevocably and unconditionally waivessummons, notice or document by U.S. registered mail to the fullest extent permitted by applicable Law, respective addresses set forth in Section 12(b) shall be effective service of process for any and all rights to trial by jury suit or proceeding in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. by this Agreement. Furthermore, the Purchaser irrevocably agrees that service of any process, summons, notice or document by prepaid first class mail (bor its international equivalent) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by Purchaser’s registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or agent in the State of Florida Delaware (which, as of the date hereof, is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx in the City of Wilmington, County of New Castle, Delaware 19801), shall be shall be effective service of process for any suit, judicial or arbitral proceeding in connection with this Agreement. The provisions of this Section 12(j) are intended to designate contractually bargained for methods of service for disputes related to this Agreement, and is does not otherwise limit the parties from effecting service of process through other than for such purposemeans as permitted by law or equity. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 12(J).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed and construed in accordance with by the Laws internal laws of the State of Florida Delaware, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of Delaware or any other jurisdiction) that mandatory provisions would cause the application of federal Law are applicable). (a) the laws of any jurisdiction other than the State of Delaware. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state courts of the State of Delaware for the adjudication of any dispute hereunder or federal courts located in Broward County, Floridaconnection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7such court, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticesuit, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, forum or that the venue of such actionsuit, suit action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the waives personal service of process out of any of the aforementioned courts and consents to process being served in any actionsuch suit, suit action or proceeding arising out of or relating to this Agreement by the mailing of copies a copy thereof by registered mail, postage prepaid, to such party at its the address specified pursuant for such notices to Section 10.3, it under this Agreement and agrees that such service shall constitute good and sufficient service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service notice thereof. Nothing contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and herein shall not be deemed to be a general submission limit in any way any right to said courts or serve process in the State of Florida other than for such purposeany manner permitted by law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all Actions (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Florida (except to Delaware, regardless of the extent laws that mandatory provisions might otherwise govern under applicable principles of federal Law are applicable)conflicts of laws. (ab) Each of Acquiror, Merger Sub and the Company hereby Parties hereto irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction and venue of the state or federal courts Court of Chancery of the State of Delaware located in Broward CountyDover, FloridaDelaware (and any appellate court thereof), or if such court does not have (or declines to accept) jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof) for the courts hearing appeals therefrompurposes of any litigation, for any claim, action, suit arbitration, suit, hearing or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticecivil, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment criminal or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding administrative) (“Action”) arising out of or relating to this Agreement or any transaction contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Action shall be heard and determined in the Court of Chancery of the State of Delaware located in Dover, Delaware (and any appellate court thereof), or if such court does not have (or declines to accept) jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof). Each of the Parties hereto irrevocably and unconditionally and fully waives the defense of an inconvenient forum to the maintenance of such Action. Each of the Parties hereto further agrees that service of any process, summons, notice or document to such party’s respective address listed above in one of the manners set forth in Section 8 hereof shall be deemed in every respect effective service of process in any such Action. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by law. Each of the Parties hereto irrevocably and unconditionally waives (x) to the fullest extent permitted by law any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby. hereby in (bA) Each the Court of AcquirorChancery of the State of Delaware located in Dover, Merger Sub Delaware (and any appellate court thereof) or (B) the Company further irrevocably consents United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof), (y) waives to the service of process out of any of the aforementioned courts fullest extent permitted by law and agrees not to plead or claim in any action, such court that any such Action brought in any such court has been brought in an inconvenient forum and (z) 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 proceeding arising out of or relating to this Agreement in any other manner provided by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered maillaw. (c) Each of AcquirorEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedUNDER OR IN CONNECTION WITH THE NEGOTIATION, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeEXECUTION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. EACH OF THE PARTIES HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(c).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the “Covered Matters”), and all claims or Actions (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to the Covered Matters shall be governed by, and construed in accordance with with, the Laws of the State of Florida (except New York without giving effect to its principles or rules of conflicts of Laws to the extent that mandatory provisions such principles or rules are not mandatorily applicable by statute and would require or permit the Laws of federal Law are applicable)another jurisdiction. (ab) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the transactions contemplated hereby. Each state court or, to the extent permitted by Law, the United States District Court, in each case, sitting in the State of AcquirorNew York and any appellate court thereof, Merger Sub and the Company each Party hereby irrevocably and unconditionally waivessubmits to the exclusive jurisdiction of such courts (and, and agrees not to assertin the case of appeals, by way of motion, as a defense, counterclaim or otherwise, appropriate appellate courts therefrom) in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), Action and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights objection that it may now or hereafter have to trial by jury in connection with the laying of the venue of any actionsuch suit, suit Action or proceeding arising out of in any such court or relating to this Agreement that any such suit, Action or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably proceeding brought in any such court has been brought in an inconvenient forum. The consents to the jurisdiction set forth in this Section 7.02 shall not constitute general consents to service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida New York and of the United States of America; provided, that consent by the parties to jurisdiction and service contained shall have no effect for any purpose except as provided in this Section 10.7 is solely for the purpose referred to in this Section 10.7 7.02 and shall not be deemed to confer rights on any third party. The Parties hereto agree that a final judgment in any such Action shall be a general submission to said courts conclusive and may be enforced in other jurisdictions by suit on the judgment or in the State of Florida any other than for such purposemanner provided by Lxx. (c) THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the Laws internal laws of the State of Florida (except New York without regard to the extent choice of law principles thereof. Each Party agrees that mandatory provisions all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a Party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal Law are applicable). (a) courts sitting in the City of New York. Each of Acquiror, Merger Sub and the Company Party hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or and federal courts located sitting in Broward Countythe City of New York, FloridaBorough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or other proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts any such 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 reasonsuch suit, action or other than the failure proceeding by mailing a copy thereof via registered or certified United States mail or overnight delivery (with evidence of delivery) to such Party at its address under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent other manner permitted by applicable Lawlaw, including via electronic mail and the Parties agree that the action, suit or proceeding in any such court if service by process by electronic mail is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Lawlaw, then the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount electronic mail addresses in effect for notices to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to it under this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to may be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than used for such purposepurposes. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida (except Delaware, without giving effect to the extent that mandatory provisions principles of federal Law are applicable)conflicts of law thereof. (ab) Each of Acquirorthe Parties irrevocably agrees that any legal action or proceeding arising out of or related to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be brought and determined in the Court of Chancery in and for New Castle County in the State of Delaware (or, Merger Sub if such court lacks jurisdiction, any appropriate state or federal court in New Castle County in the State of Delaware), and each of the Company parties hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or federal aforesaid courts located in Broward Countyfor itself and with respect to its property, Floridagenerally and unconditionally, and the courts hearing appeals therefrom, for with regard to any action, suit such action or proceeding arising out of or relating to this Agreement and the transactions contemplated herebyhereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of Acquiror, Merger Sub and the Company Parties agrees further to accept service of process in any manner permitted by such courts. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any such actionaction or proceeding arising out of or related to this Agreement or the transactions contemplated hereby, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above-named courts for any reason, reason other than the failure lawfully to serve process in accordance with this Section 10.7process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Lawlaw, that (A) the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that (B) the venue of such actionsuit, suit action or proceeding is improper, improper or that (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, (iv) any right to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to a trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyjury. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all Proceedings (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (including any Proceeding 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 governed by, and construed enforced in accordance with with, the Laws internal laws of the State of Florida (except Delaware, including its statutes of limitations, without reference to the extent that mandatory provisions conflicts of federal Law are applicable)law principles. (ab) Each of Acquiror, Merger Sub and the Company hereby Parties (i) irrevocably and unconditionally consents to submit submits itself to the exclusive personal jurisdiction and venue of the each state or federal court sitting in the State of Delaware, as well as to the jurisdiction of all courts located to which an appeal may be taken from such courts, in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding Proceeding arising out of or relating to this Agreement, or the negotiation, execution or performance of this Agreement and or the transactions contemplated hereby. Each , (ii) agrees that every such Proceeding shall be brought, heard and determined exclusively in the Court of AcquirorChancery of the State of Delaware (provided that, Merger Sub in the event subject matter jurisdiction is unavailable in or declined by the Court of Chancery, then all such Proceedings shall be brought, heard and determined exclusively in any other state or federal court sitting in the Company hereby irrevocably and unconditionally waivesState of Delaware), and (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iv) agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in bring any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding Proceeding arising out of or relating to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated herebyhereby in any other court, and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. (bc) Each of Acquirorthe Parties agrees to waive any bond, Merger Sub and the Company further irrevocably consents to the service of process out surety or other security that might be required of any of the aforementioned courts in other Party with respect to any action, suit or proceeding Proceeding arising out of or relating to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including an appeal thereof. (d) Each of the Parties agrees that service of any process, summons, notice or document by the mailing of copies thereof by U.S. registered mail, postage prepaid, mail to such party at its address specified pursuant to set forth in Section 10.3, such 8.7 shall be effective service of process for any Proceeding brought against such Party arising out of or relating to be effective upon acknowledgment this Agreement, or the negotiation, execution or performance of receipt this Agreement or the transactions contemplated hereby; provided, however, that the foregoing clause shall not limit the right of such registered mailany Party to serve legal process in any other manner permitted by applicable Law. (ce) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; providedWHETHER IN CONTRACT, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeTORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) 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, (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH XXXXXX, (iii) SUCH PARTY MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8(e).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed interpreted in accordance with with, the Laws laws of the State of Florida Delaware (except to the extent that mandatory provisions of federal Law are applicablelaw govern), without regard to the conflict of law principles thereof. (ab) Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for agrees that any action, suit legal action or proceeding arising out of or relating with respect to this Agreement and the transactions contemplated herebyrights and obligations arising hereunder shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of Acquirorthe parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 6.4, Merger Sub irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the Company personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any such actionaction or proceeding with respect to this Agreement, suit or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason, reason other than the failure to serve process in accordance with this Section 10.76.9, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by applicable Lawlaw, any claim that (A) the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that (B) the venue of such actionsuit, suit action or proceeding is improper, improper or that (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdictioncourts. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company hereto expressly acknowledges that the foregoing waivers are waiver is intended to be irrevocable under the laws of the State of Florida Delaware and of the United States of America; provided, however, that each such party’s consent by the parties to jurisdiction and service contained in this Section 10.7 6.9(b) is solely for the purpose purposes referred to in this Section 10.7 6.9(b) and shall not be deemed to be a general submission to said such courts or in the State of Florida Delaware other than for such purposepurposes. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement (other than Articles II and III and the provisions relating to the fiduciary duties of the Company Board) and all disputes or controversies arising out of or relating to this Agreement (other than Articles II and III and the provisions relating to the fiduciary duties of the Company Board) shall be governed by and construed in accordance with the internal Laws of the State of Florida (except Delaware, without regard to the extent that mandatory conflicts-of-law principles of such State. Articles II and III of this Agreement and the provisions of federal Law are applicable)this Agreement relating to fiduciary duties of the Company Board, and all claims or causes of action based upon, arising out of, or related to such provisions, will be governed by, and construed in accordance with, the Laws of the State of Maryland, without regard to the conflicts-of-law principles of such State. (ab) Each of Acquiror, Merger Sub and the Company hereby parties hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of Delaware) for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its subsidiaries except in such courts). Each of the Parties further agrees that, to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of this Agreement, whether in law or relating to this Agreement and the transactions contemplated hereby. Each of Acquirorin equity, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim whether in contract or in tort or otherwise, in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding brought in any such court is has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of AcquirorEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement is a contract made under and shall be governed by and construed in accordance with the Laws laws of the State Province of Florida (except to Ontario and the extent that mandatory provisions federal laws of federal Law are applicable). (a) Canada applicable in the Province of Ontario. Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located of competent jurisdiction in Broward County, Florida, and the courts hearing appeals therefrom, Province of Ontario for any action, suit or proceeding Litigation arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such actionLitigation, suit or proceedingthe defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.79.2, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawlaw, that the action, suit or proceeding Litigation in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the benefit of any defense that would hinder, xxxxxx fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any and all rights to trial by jury in connection with any action, suit or proceeding Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement such Litigation by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company parties hereto expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State Province of Florida Ontario and the federal laws of the United States of AmericaCanada applicable therein; provided, provided that consent by the parties hereto to jurisdiction and service contained in this Section 10.7 9.2 is solely for the purpose referred to in this Section 10.7 9.2 and shall not be deemed to be a general submission to said courts or in the State Province of Florida Ontario other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the Laws of the State of Florida (except to the extent Delaware. The parties agree that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company any action brought in connection with this Agreement shall be brought The parties hereby irrevocably and unconditionally consents to submit consent to the exclusive jurisdiction and venue of the state or federal courts of the State of Delaware and of the United States of America located in Broward CountyWilmington, Florida, and Delaware (the courts hearing appeals therefrom, “Delaware Courts”) for any action, suit or proceeding litigation arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, (and agrees not to assertcommence any litigation relating thereto except in such courts), by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject irrevocably consent to the personal jurisdiction and venue in such courts, and waive any objection to the laying of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction venue of any such court litigation in the Delaware Courts and agrees not to plead or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding claim in any Delaware Court that such court is litigation brought therein has been brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, forum or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waivescourt. EACH PARTY TO THIS AGREEMENT KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF THIS AGREEMENT and, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Applicable Law, any and all rights defense or objection it may now or hereafter have to trial by jury in connection with the laying of venue of any action, suit or proceeding arising out of or relating to under this Agreement or brought in the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub Delaware Courts and the Company further irrevocably consents to the service of process out of any of the aforementioned courts claim that any proceeding under this Agreement brought in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailcourt has been brought in an inconvenient forum. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with with, the Laws laws of the State of Florida New York (except without giving effect to its choice of law principles). Subject to Sections 2.6(d) and 7.4(c), for purposes of any Action arising out of or in connection with this Agreement, the extent that mandatory provisions Ancillary Documents or any transaction contemplated hereby or thereby, each of federal Law are applicable). the parties hereto (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the any state or federal courts court located in Broward within New York County, FloridaState of New York, (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 9.2 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 9.11, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement (c) waives and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees covenants not to assertassert or plead, by way of motion, as a defense, counterclaim defense or otherwise, in any such action, suit or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Lawcourt, that the action, suit or proceeding in any such court Action is brought in an inconvenient forum, that the venue of such action, suit or proceeding the Action is improper, improper or that this AgreementAgreement or the Ancillary Document, as applicable, or the subject matter hereof, hereof or thereof may not be enforced in or by such courts court, and further irrevocably waives, hereby agrees not to the fullest extent permitted challenge such jurisdiction or venue by applicable Law, the benefit reason of any defense that would hinderoffsets or counterclaims in any such Action. The parties hereto hereby knowingly, xxxxxx or delay voluntarily and intentionally waive the levy, execution or collection of right any amount may have to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with any action, suit or proceeding arising out of or relating to this Agreement and any agreement contemplated to be executed in connection herewith, or the transactions contemplated hereby. any course of conduct, course of dealing, statements (bwhether verbal or written) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out or actions of any of the aforementioned courts party in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to connection with such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailagreements. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Florida (except to the extent that mandatory provisions of federal Law are applicable). (a) Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this This Agreement and the transactions contemplated herebyhereby shall be governed by the laws of the State of Delaware, without giving effect to any principles regarding conflict of laws. Each Any litigation or other court proceeding with respect to any matter arising from or in connection with this Agreement shall be conducted in the courts of Acquiror, Merger Sub and record in the Company hereby irrevocably and unconditionally waivesState of Delaware of the United States District Court for the District of Delaware, and agrees not Zephyr and Yield hereby submit to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that it is not personally subject jurisdiction and consent to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced venue in such courts courts. (whether through service of notice, attachment prior b) Zephyr and Yield hereby waive their right to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to a trial by jury in any litigation or other court proceeding by either Party against the other Party with respect to any matter arising from or in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (bc) Each of AcquirorIf any litigation or other court action, Merger Sub arbitration or similar adjudicatory proceeding is sought, taken, instituted or brought by Zephyr or Yield to enforce its rights under this Agreement, all fees, costs and the Company further irrevocably consents to the service of process out of any expenses, including, without limitation, reasonable attorney’s fees and court costs, of the aforementioned courts prevailing Party in any such action, suit or proceeding arising out of or relating to this Agreement shall be borne by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailParty against whose interest the judgment or decision is rendered. (cd) Each The Parties agree that irreparable damage would occur in the event that any of Acquiror, Merger Sub the provisions of this Agreement and the Company expressly acknowledges transactions contemplated hereby were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the foregoing waivers are intended Parties shall be entitled to be irrevocable under an injunction or injunctions to prevent breaches of this Agreement and the laws transactions contemplated hereby and to enforce specifically the terms and provisions of this Agreement and the State transactions contemplated hereby in the courts of Florida and of the United States of America; providedDelaware, that consent by the parties this being in addition to jurisdiction and service contained in this Section 10.7 any other remedy to which such Party is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts entitled at law or in the State of Florida other than for such purposeequity.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed and construed in accordance with by the Laws internal laws of the State of Florida Delaware, without giving effect to any choice of law or conflict of law provision or rule (except to whether of the extent State of Delaware or any other jurisdictions) that mandatory provisions would cause the application of federal Law are applicable). (a) the laws of any jurisdictions other than the State of Delaware. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or and federal courts located sitting in Broward Countythe City of Wilmington, FloridaDelaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such actionsuit, suit action or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.7such court, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticesuit, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the action, suit action or proceeding in any such court is brought in an inconvenient forum, forum or that the venue of such actionsuit, suit action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the waives personal service of process out of any of the aforementioned courts and consents to process being served in any actionsuch suit, suit action or proceeding arising out of or relating to this Agreement by the mailing of copies a copy thereof by registered mail, postage prepaid, to such party at its the address specified pursuant for such notices to Section 10.3, it under this Agreement and agrees that such service shall constitute good and sufficient service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service notice thereof. Nothing contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and herein shall not be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be a general submission deemed to said courts or limit in the State of Florida other than for such purposeany way any right to serve process in any manner permitted by law. EACH PARTY 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the Laws internal laws of the State of Florida (except New York, without regard to the extent principles of conflicts of law thereof. Each party agrees that mandatory provisions all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal Law are applicable). (a) courts sitting in the State of New York. Each of Acquiror, Merger Sub and the Company party hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction and venue of the state or and federal courts located sitting in Broward County, Floridathe State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of Acquiror, Merger Sub and the Company hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any such suit, action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such 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 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 aforesaid courts address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any reason, other than the failure way any right to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent other manner permitted by applicable Law, that the action, suit law. If either party shall commence an action or proceeding in to enforce any such court is brought in an inconvenient forum, that the venue provisions of such action, suit or proceeding is improper, or that this Agreement, or then the subject matter hereof, may not be enforced prevailing party in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement shall be reimbursed by the mailing of copies thereof by registered mailother party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt preparation and prosecution of such registered mailaction or proceeding. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purpose.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the Laws laws of the State of Florida New York, without giving effect to any choice or conflict of law provision or rule (except to whether of the extent State of Nevada or any other jurisdiction) that mandatory provisions would cause the application of federal Law are applicable)the laws of any jurisdiction other than the State of New York. (ab) Each of Acquiror, Merger Sub and the Company hereby parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the state or federal courts located in Broward County, Florida, and the courts hearing appeals therefrom, for agrees that any action, suit legal action or proceeding arising out of or relating with respect to this Agreement and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Southern District of New York and any state appellate court therefrom within the State of New York located in New York City. Each of Acquiror, Merger Sub and the Company parties hereby irrevocably submits with regard to any such action or proceeding for itself and unconditionally in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any such actionaction or proceeding with respect to this Agreement, suit or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, reason other than the failure to serve process in accordance with this Section 10.75.11, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the actionsuit, suit action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of such actionsuit, suit action or proceeding is improper, improper or that (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of Acquiror, Merger Sub and the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any and all rights to trial by jury in connection with any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (b) Each of Acquiror, Merger Sub and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit or proceeding arising out of or relating to this Agreement by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.3, such service of process to be effective upon acknowledgment of receipt of such registered mailcourts. (c) Each of Acquiror, Merger Sub and the Company expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of Florida and of the United States of America; provided, that consent by the parties to jurisdiction and service contained in this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Florida other than for such purposeEACH OF THE PARTIES IRREVOCABLY WAIVES 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.