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

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 7.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement This General Release shall be governed by and construed (both as to validity and performance) and enforced in accordance with the internal laws of the State of New YorkYork applicable to agreements made and to be performed wholly within such jurisdiction, without giving effect regard to any choice the principles of conflicts of law or conflict where the parties are located at the time a dispute arises. In the event of law provision any controversy or rule (whether claim arising out of or relating to this General Release or the breach or alleged breach hereof, each of the parties hereto irrevocably (a) consents to the jurisdiction of any state court sitting in the County of New York, State of New York York, or any other jurisdictions) that would cause federal court sitting in the application County of the laws of any jurisdictions other than the New York, State of New York. Each party hereby irrevocably submits (b) waives any objection which it may have at any time to the exclusive jurisdiction laying of the state and federal courts sitting in the City of New York, for the adjudication venue of any dispute hereunder action or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert proceeding brought in any suit, action or proceeding, such court and (c) waives any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is has been brought in an inconvenient forum forum. FINALLY, THIS IS TO EXPRESSLY ACKNOWLEDGE: · You have been provided a period of at least [twenty-one (21) days/forty-five (45) days] within which to consider the terms of this General Release; · You have been advised by the Company to consult with an attorney of your choosing in connection with this General Release; · You fully understand the significance of all of the terms and conditions of this General Release, and are signing this General Release voluntarily and of your own free will and without reservation or that duress and assent to all the venue terms and conditions contained herein; · No promises or representations, written or oral, have been made to you by any person to induce you to sign this General Release other than the promise of such suitpayment set forth in Section 5.2 of the Employment Agreement. I HEREBY STATE THAT I HAVE CAREFULLY READ THIS GENERAL RELEASE AND THAT I AM SIGNING THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE RELEASEES FROM ANY AND ALL CLAIMS, action or proceeding is improperEXCEPT AS SET FORTH HEREIN. Each party hereby irrevocably waives personal service FURTHER, IF SIGNED PRIOR TO THE COMPLETION OF THE FORTY-FIVE (45) OR TWENTY-ONE (21) DAY REVIEW PERIOD, THIS IS TO ACKNOWLEDGE THAT I KNOWINGLY AND VOLUNTARILY SIGNED THIS GENERAL RELEASE ON AN EARLIER DATE. Please sign this copy of process your General Release and consents return it to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.Date Name:

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 such 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 way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf either party shall commence an action or proceeding to enforce any provisions of this Agreement, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware shall govern all issues concerning without reference to the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) laws principles thereof that would cause require the application of the laws of any jurisdictions a jurisdiction other than the State of New YorkDelaware. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or relating hereto, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or relating hereto brought by the other party hereto 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 the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting agrees that it will not bring any action relating to this Agreement in any court other than the City aforesaid courts. Each of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that such (i) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (ii) the venue of such suit, action or proceeding is improperimproper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby further irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, the benefit of process 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 the parties irrevocably and consents unconditionally waives, to process being served the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any such suit, legal action or proceeding by mailing a copy thereof arising out of or relating to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. Each party hereto agrees that it shall bring any action, proceeding, suit, demand, or claim with respect to any matter arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall govern all issues concerning decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the relative rights State of Delaware) (such courts, collectively, the Company “Delaware Courts”), and its shareholders. All other questions concerning solely in connection with claims arising under this Agreement or the construction, validity, enforcement and interpretation transactions that are the subject of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionsi) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDelaware Courts, for the adjudication of (ii) waives any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not objection to assert laying venue in any 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 brought in the Delaware Courts, (iii) waives any objection that the Delaware Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that the venue service of process upon such suit, party in any such action or proceeding shall be effective if notice is improper. Each party hereby irrevocably waives personal service given in accordance with Section 6.5 of process and consents to process being served this Agreement, although nothing contained in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 way any affect the right to serve process in any other manner permitted by lawlaw and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVENotwithstanding anything herein to the contrary, AND AGREES NOT TO REQUEST(A) nothing in this Section 6.1 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (B) each party hereto agrees that any judgment issued by a Delaware Court may be recognized, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYrecorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice applicable principles of law or conflict of law laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or rule based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of New York or any other jurisdictions) Delaware (Complex Commercial Division); provided, further, that would cause if subject matter jurisdiction over the application matter that is the subject of the laws Action is vested exclusively in the federal courts of any jurisdictions other than the State United States of New YorkAmerica, such Action shall be heard in the United States District Court for the District of Delaware. Each party Consistent with the preceding sentence, each of the Parties hereby irrevocably (i) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in connection herewith or therewith, or accordance with any transaction contemplated hereby or discussed herein, and hereby Section 7.5; (iii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts; and consents (iv) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYabove-named courts.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the State United States of Delaware shall govern all issues concerning America located in the relative rights of the Company City and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State County of New York, without giving effect to any choice of law York or conflict of law provision or rule (whether the courts of the State of New York or any other jurisdictions) that would cause in each case located in the application of the laws of any jurisdictions other than the State City and County of New York. Each York (collectively, the “Specified Courts”), and each party hereby irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the state Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and federal courts sitting unconditionally waive any objection to the laying of venue of any Specified Proceeding in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, Specified Courts and hereby irrevocably waives, and agrees unconditionally waive and agree not to assert plead or claim in any suit, action or proceeding, Specified Court that any claim that it is not personally subject to the jurisdiction of Related Proceeding brought in any such court, that such suit, action or proceeding is Specified Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYforum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Yorkthereof. Each party hereby irrevocably submits to agrees that all proceedings concerning the exclusive jurisdiction interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced non-exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan, (the “New York Courts”). Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Court, or that such suit, action or proceeding is brought has been commenced in an improper or inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereto 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 such 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 way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its attorney’s reasonable fees and other costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

Governing Law; Consent to Jurisdiction. The corporate 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 Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties hereby irrevocably submits agrees that any legal action or proceeding with respect to this Agreement and the rights 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, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (collectively with Delaware Court of Chancery, the “Delaware Courts”). Each of the parties hereto further agrees not to commence any litigation relating to this Agreement except in the Delaware Courts, waives any objection to the exclusive jurisdiction laying of the state and federal courts sitting venue of any such litigation in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, Delaware Courts and agrees not to assert plead or claim in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, Delaware Court that such suit, action or proceeding is litigation brought therein has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY THE RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY MATTER ARISING OUT OF THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE OR OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY TRANSACTION CONTEMPLATED HEREBYPROCEEDING UNDER THIS AGREEMENT BROUGHT IN THE DELAWARE COURTS AND ANY CLAIM THAT ANY PROCEEDING UNDER THIS AGREEMENT BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Consent to Jurisdiction. The corporate (a) This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning Delaware. The parties hereto agree that any suit, action or proceeding (“Litigation”) seeking to enforce any provision of, or based on any matter arising out of or in connection with, the relative rights of Agreement or this Amendment or the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement transactions contemplated thereby or hereby shall be governed by the internal laws of brought in any federal court located in the State of New York, without giving effect to Delaware or any choice of law or conflict of law provision or rule (whether Delaware state court. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 2.04, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding Litigation is improper, or that this Amendment, or the subject matter hereof, may not be enforced in or by such particular 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 party hereby of the parties irrevocably waives personal service of process and consents unconditionally waives, to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 way any right to serve process in any manner fullest extent permitted by applicable 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all rights to trial by jury in connection with any Litigation arising out of or relating to the Agreement or this Amendment or the transactions contemplated thereby or hereby.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholdersstockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 6.12, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate laws (a) This Agreement and the transactions contemplated hereby, and all disputes between the Parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, the Laws of the State of Delaware shall govern all issues concerning applicable to contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in the relative rights application of any Laws other than the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Delaware. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Parties to this Agreement hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court, or Federal court of the state United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in any Action arising out of or relating to this 63 Agreement, the City of New York, for the adjudication of any dispute hereunder or agreements delivered in connection herewith or therewithwith this Agreement, or with any transaction the transactions contemplated hereby or discussed hereinthereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to this Agreement hereby irrevocably waives, and unconditionally (i) agrees not to assert commence any such Action except in any suit, action or proceeding, such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such Action may be heard and determined in such Delaware State court or, to the extent permitted by Law, in such Federal court; (iii) waives, that 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 suitAction in any such Delaware State or Federal court; and (iv) waives, action or proceeding is brought in to the fullest extent permitted by Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action Action in any such Delaware State or proceeding is improperFederal court. Each party of the Parties to this Agreement hereby agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each of the Parties to this Agreement hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 10.3. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed any Party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice conflicts of law principles of such state. Any judicial proceeding brought by or conflict of law provision or rule (whether against Borrower with respect to any of the State of New York Obligations, this Agreement or any other jurisdictions) that would cause the application related agreement may be brought in any court of the laws of any jurisdictions other than competent jurisdiction in the State of New York; provided that any judicial proceeding by Borrower against the Lenders involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York. Each party hereby irrevocably submits to By execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the state aforesaid courts, and federal courts sitting in the City of New York, for the adjudication of irrevocably agrees to be bound by any dispute hereunder or judgment rendered thereby in connection herewith or therewith, or with any transaction contemplated this Agreement. Borrower hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of any and all process upon it and consents to process being served in any that all such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may be made by registered mail (return receipt requested) directed to Borrower at its address set forth in Section 13.4 and notice thereof. Nothing contained herein service so made shall be deemed to limit completed five (5) days after the same shall have been so deposited in any way any the mails of the United States of America. Nothing herein shall affect the right to serve process in any manner permitted by lawlaw or shall limit the right of the Lenders to bring proceedings against Borrower in the courts of any other jurisdiction. 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBorrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement This letter agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice conflicts of law or conflict laws principles thereof. For the purposes of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding between any of the parties hereto arising out of this letter agreement, any claim that it is not personally subject each party irrevocably submits to the jurisdiction of any such the United States District Court for the Eastern District of Pennsylvania, and, in the event there is no subject matter jurisdiction over this dispute in federal court, that then to the jurisdiction of the Court of Common Pleas of Berks County. Each party agrees to commence any suit, action or proceeding between any of the parties hereto arising out of this letter agreement or any transaction contemplated hereby in the United States District Court for the Eastern District of Pennsylvania, and, in the event such suit, action or other proceeding may not be brought in federal court, then each party agrees to commence such suit, action or proceeding is brought in an inconvenient forum or that the Court of Common Pleas of Berks County. Each party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this letter agreement or any transaction contemplated hereby in (i) the United States District Court for the Eastern District of Pennsylvania, and in (ii) the Court of Common Pleas of Berks County. Each party hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any of the aforementioned courts that any such suit, action or proceeding is improperhas been brought in an inconvenient forum. Each party hereby further irrevocably waives personal consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding, whether under this letter agreement or the Exchange Agreement, by the mailing of copies thereof by registered mail to such party at its address set forth in this letter agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 3 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 3 shall not constitute a general consent to service of process in the Commonwealth of Pennsylvania and consents to process being served shall have no effect for any purpose except as provided in this Section 3. The parties agree that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be construed in accordance with and governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice the principles of law or conflict conflicts of law provision or rule (whether laws. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state and federal courts sitting Court of Chancery of the State of Delaware in Wilmington, Delaware or, if exclusive jurisdiction of such matter is vested in the City Federal courts, any Federal court located in the State of New YorkDelaware, for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement and the adjudication transactions contemplated hereby and further agrees that service of any dispute hereunder process, summons, notice or document by U.S. mail to its respective address set forth in connection herewith this Agreement shall be effective service of process for any Litigation 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 Litigation arising out of this Agreement or therewith, or with any transaction the transactions contemplated hereby or discussed hereinin the Court of Chancery of the State of Delaware in Wilmington, Delaware or, if exclusive jurisdiction of such matter is vested in the Federal courts, any Federal court located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Litigation brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights applicable to contracts made and to be performed entirely in such State. Each of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state Court of Chancery of the State of Delaware located in New Castle County and federal the courts sitting of the United States of America located in the City District of New YorkDelaware, for any action, proceeding or investigation in any court or before any Governmental Entity (“Litigation”) arising out of or relating to this Agreement and the adjudication transactions contemplated hereby. Each of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 9.09, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 law, the benefit of any defense that would hinder, 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect regard to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdictions) principles thereof that would cause result in the application of the laws of any jurisdictions other than another jurisdiction, except for matters involving the corporate affairs of the Company and Merger Sub and the provisions related to the Merger and the consequences of the filing of the Certificate of Merger that are required under the law of the State of New YorkIsrael to be governed by the Israeli Law. Each party hereby In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties hereto: (i) irrevocably submits and unconditionally consents and submits, for itself and its property, to the exclusive jurisdiction and venue of the state and Court of Chancery of the State of Delaware (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in the City Delaware); (ii) agrees that all claims in respect of New York, for the adjudication of any dispute hereunder such action or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinproceeding must be commenced, and hereby irrevocably may be heard and determined, exclusively in the Court of Chancery of the State of Delaware (or, if applicable, such Federal court); (iii) waives, to the fullest extent it may legally and agrees not to assert in any suit, action or proceedingeffectively do so, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such court, that such suit, action or proceeding is brought in the Court of Chancery of the State of Delaware (and, if applicable, such Federal court); and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin the Court of Chancery of the State of Delaware (or, if applicable, such Federal court). Each of the parties hereto agrees that a final judgment in any such action or proceeding and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 9.2. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws Waiver of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders------------------------------------------------- Jury Trial. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance ---------- with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject 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 the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company execution, interpretation, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation performance of this Agreement shall be governed by the internal laws of the State of New York, York without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York or any other jurisdictionsjurisdiction) that would cause the application of the laws law of any jurisdictions other jurisdiction other than the State of New York. Each party EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY (OTHER THAN THE CONFIDENTIALITY AGREEMENT), AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. The parties hereby irrevocably submits consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of the state such dispute and federal courts sitting in the City agree that mailing of New York, for the adjudication of any dispute hereunder process or other papers in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum the manner provided in Section 10.8 or that the venue of in such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, and/or the interpretation and enforcement of the State of Delaware shall govern all issues concerning the relative rights and duties of the Company and its shareholders. All other questions concerning the constructionparties, validity, enforcement and interpretation of this Agreement shall be governed interpreted, governed, and construed in all respects by and in accordance with, the internal laws of the State of New YorkYork applicable to agreements made and wholly to be performed in such State (except that matters relating to the voting of the Covered Shares, without giving effect appraisal rights and the duties of the Board of Directors of Seller shall be subject to any choice of law or conflict of law provision or rule (whether the laws of the State of New York or Michigan). EACH PARTY, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. The parties hereto hereby consent to and grant any other jurisdictions) that would cause such court jurisdiction over the application person of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of the state such dispute and federal courts sitting in the City agree that mailing of New York, for the adjudication of any dispute hereunder process or other papers in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum the manner provided in Section 9.5 or that the venue of in such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, validityAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkTHE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY. Each party Party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 (certified or registered mail, return receipt requested) to such party Party at the address in effect for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company This Agreement is made pursuant to, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by construed and enforced in accordance with, the internal laws of the State Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law. Any legal action, suit or proceeding arising out of or relating to this Agreement which is brought by Buyer shall be instituted in a court in the Eastern District of Pennsylvania, and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding in, and irrevocably submits to the jurisdiction of, any such court. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if made by certified or registered mail, or by a nationally recognized overnight courier, directed to Seller or Buyer, as the case may be, at the address provided for herein and service so made shall be deemed to be completed upon actual receipt thereof, or the next day following deposit of such notice with a nationally recognized overnight courier. Any legal action, suit or proceeding arising out of or relating to this Agreement which is brought by Seller shall be instituted in a court in the Western District of New York, without giving effect and each party waives any objection which such party may now or hereafter have to any choice of law or conflict of law provision or rule (whether the laying of the State of New York or any other jurisdictions) that would cause the application of the laws venue of any jurisdictions other than the State of New York. Each party hereby such action, suit or proceeding in, and irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkof, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal Any and all service of process and consents to process being served any other notice in any such suitaction, action suit or proceeding shall be effective against any party if made by mailing certified or registered mail, or by a copy thereof nationally recognized overnight courier, directed to such party Seller or Buyer, as the case may be, at the address provided for such notices to it under this Agreement herein and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so made shall be deemed to limit in be completed upon actual receipt thereof, or the next day following deposit of such notice with a nationally recognized overnight courier. Nothing herein contained shall be deemed to affect the right of any way any right party to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement, or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state and Delaware Court of Chancery, any other court of the State of Delaware or any federal courts court sitting in the City State of New York, for Delaware in the adjudication of event any dispute hereunder arises out of this letter agreement or the transactions contemplated by this letter 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 letter agreement or the transactions contemplated by this letter agreement in connection herewith any court other than the Delaware Court of Chancery, any other court of the State of Delaware or therewithany federal court sitting in the State of Delaware, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably (iv) waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceeding, proceeding arising out of or relating to this letter agreement and (v) agrees that each of the other parties shall have the right to bring any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in an inconvenient forum or the State of Delaware. Each party hereto agrees that the venue of such suit, a final judgment in any action or proceeding is impropershall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party hereby hereto irrevocably waives personal consents to the service of process and consents outside the territorial jurisdiction of the courts referred to process being served in this Section 6 in any such suit, action or proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 8. However, the foregoing shall not limit the right of a copy thereof party to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in on the other party by any 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYother legally available method.

Governing Law; Consent to Jurisdiction. The corporate laws THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. To the fullest extent permitted by applicable law, each of the State of Delaware shall govern all issues concerning Issuers and the relative rights of Guarantors hereby irrevocably submit to the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws jurisdiction of any jurisdictions other than the Federal or State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting court located in the Borough of Manhattan in The City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert New York in any suit, action or proceeding, proceeding based on or arising out of or relating to this Indenture or any claim Notes and irrevocably agrees that it is not personally subject to the jurisdiction all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuers and the Guarantors irrevocably waive, that to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party of the Issuers and the Guarantors hereby irrevocably waives personal service of process and consents to process being served agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each of the Issuers and the Guarantors, and may be enforced in any courts to the jurisdiction of which the Issuers and the Guarantors are subject by mailing a copy thereof to suit upon such party at the address for such notices to it under this Agreement and agrees judgment, provided, that such service shall constitute good and sufficient service of process is effected upon the Issuers and notice thereof. Nothing contained the Guarantors in a manner specified herein shall be deemed to limit in any way any right to serve process in any manner or as otherwise 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company and its shareholderslaws that might otherwise govern under applicable principles of conflicts of laws thereof. All other questions concerning Each of the constructionparties hereto irrevocably agrees that any action, validity, enforcement and interpretation suit or proceeding arising out of this Agreement or any Transaction and the rights and obligations arising hereunder, shall be governed by brought and determined exclusively in the internal laws Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court within the State of New YorkDelaware, without giving effect to any choice or, if both the Delaware Court of law or conflict of law provision or rule (whether of Chancery and the Federal courts within the State of New York or Delaware decline to accept jurisdiction over a particular matter, any other jurisdictions) that would cause the application of the laws of any jurisdictions other than state court within the State of New YorkDelaware, and, in each case, any appellate court therefrom. Each party hereby irrevocably submits In addition, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the state and federal courts sitting such court in the City of New York, for the adjudication of event any dispute hereunder arises out of this Agreement or any Transaction and agrees to service being made through the notice procedures set forth in connection herewith Section 11.02, (b) agrees that it will not attempt to deny or therewithdefeat such personal jurisdiction by motion or other request for leave from any such court, or with any transaction contemplated hereby or discussed herein, (c) irrevocably and hereby irrevocably waives, unconditionally waives (and agrees not to assert plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any Transaction in any such court or that any such action, 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 brought in such court has been brought in an inconvenient forum or forum, (d) agrees that the venue of such suitit will not bring any action, action suit or proceeding is improperarising out of this Agreement or any Transaction in any court other than any such court and (e) agrees that each of the other parties will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each party hereby irrevocably waives personal service of process Parent, BEPC, Acquisition Sub, the Company and consents to process being served the New York Company agrees that a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to any such party at court will be conclusive and may be enforced in other jurisdictions by suit on the address for such 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 Judgment or in any way any right to serve process in any other manner permitted provided 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate This Agreement will be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect regard to any choice the principles of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Yorkthereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the any New York state and or federal courts court sitting in the City of New York, for Borough of Manhattan (collectively, the adjudication "Courts") in respect of any dispute hereunder action, claim, suit, investigation or in connection herewith proceeding (including, without limitation, an investigation or therewithpartial proceeding), whether commenced or with any transaction contemplated hereby threatened, arising out of or discussed hereinrelating to this Agreement, and hereby irrevocably waivesaccepts for itself and in respect of its Contributed Interests and any Kramont Common OP Units acquired by it, generally and agrees not unconditionally, jurisdiction to assert the Courts. The parties hereto irrevocably waives to the fullest extent it may effectively do so under applicable law any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in any suit, action or proceeding, Court and any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in any Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives waives, to the fullest extent permitted by law, personal service of process and consents to process being served in any such suit, action or proceeding by mailing receiving a copy thereof sent to such party at the address in effect for such 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY ACTION ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company and its shareholderslaws that might otherwise govern under applicable principles of conflicts of laws thereof. All other questions concerning Each of the constructionparties hereto irrevocably agrees that any action, validity, enforcement and interpretation suit or proceeding arising out of this Agreement or the transactions contemplated hereby and the rights and obligations arising hereunder, shall be governed by brought and determined exclusively in the internal laws Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court within the State of New YorkDelaware, without giving effect to any choice or, if both the Delaware Court of law or conflict of law provision or rule (whether of Chancery and the Federal courts within the State of New York or Delaware decline to accept jurisdiction over a particular matter, any other jurisdictions) that would cause the application of the laws of any jurisdictions other than state court within the State of New YorkDelaware, and, in each case, any appellate court therefrom. Each party hereby irrevocably submits In addition, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the state and federal courts sitting such court in the City of New York, for the adjudication of event any dispute hereunder arises out of this Agreement or in connection herewith the transactions contemplated hereby, (b) agrees that it will not attempt to deny or therewithdefeat such personal jurisdiction by motion or other request for leave from any such court, or with any transaction contemplated hereby or discussed herein, (c) irrevocably and hereby irrevocably waives, unconditionally waives (and agrees not to assert plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any such court or that any such action, 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 brought in such court has been brought in an inconvenient forum or forum, (d) agrees that the venue of such suitit will not bring any action, action suit or proceeding is improperarising out of this Agreement or the transactions contemplated hereby in any court other than any such court and (e) agrees that each of the other parties hereto will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each party hereby irrevocably waives personal service of process and consents to process being served hereto agrees that a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to any such party at court will be conclusive and may be enforced in other jurisdictions by suit on the address for such 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 Judgment or in any way any right to serve process in any other manner permitted provided 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by law. EACH PARTY NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws This Upside Right, and all Actions (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Upside Right, or the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Upside Right (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Upside Right or as an inducement to enter into this Upside Right), shall in all respects be governed by by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York applicable to agreements made and to be performed entirely within such state without giving effect to any conflicts of law principles of such state that might refer the governance, construction or any other jurisdictions) that would cause interpretation of such agreements to the application Laws of another jurisdiction, except to the extent the provisions of the laws Laws of Bermuda are mandatorily applicable to this Upside Right. All Actions arising out of or relating to the interpretation and enforcement of the provisions of this Upside Right (except to the extent any jurisdictions other than such proceeding mandatorily must be brought in Bermuda) shall be heard and determined in the Courts of the State of New York sitting in the County of New York, the United States District Court for the Southern District of New York and, in each case, any appellate court therefrom. Each party The Company, and the Holder by acceptance of this Upside Right, hereby irrevocably submits to the exclusive jurisdiction and venue of the state and federal such courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to such Actions and irrevocably waives the jurisdiction defense of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal set forth in this Section 13 shall not constitute general consents to service of process in the State of New York and consents shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to process being served confer rights on any Person other than the Company and the Holder. The Company, and the Holder by acceptance of this Upside Right, agrees that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 Action shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way other manner provided by applicable Law; provided, however, that nothing contained in the foregoing shall restrict any right party’s rights to serve process in seek any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEpost-judgment relief regarding, AND AGREES NOT TO REQUESTor any appeal from, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa final trial court judgment.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning without giving effect to principles of conflicts of law. Except as otherwise contemplated by the relative rights definition of "Article IV Breach" and Annex B, each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction of this Agreement shall be governed by the internal laws courts of the State of New York and of the United States of America, in each case located in the County of New York, without giving effect for any action, proceeding or investigation in any court or before any governmental authority ("Litigation") arising out of or relating to this Agreement and the transactions contemplated hereby and further agrees that service of any choice process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of law process for any Litigation brought against it in any such court, and each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or conflict of law provision or rule (whether the transactions contemplated hereby in the courts of the State of New York or any other jurisdictions) that would cause the application United States of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting America, in each case located in the City County of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Litigation brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY OF THE PARTIES IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York or any other jurisdictions) applicable to contracts executed in and to be performed entirely in that would cause State, without regard to conflicts of Laws principles thereof to the extent that the general application of the laws Laws of any jurisdictions other than the State of New Yorkanother jurisdiction would be required thereby. Each party The Parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submit to the jurisdiction of any state or federal court sitting in the County of New York, State of New York, in any action or proceeding arising out of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined exclusively in such state or federal court. The Parties hereto hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they or any of them may now or hereafter have to the laying of the venue of any such action or proceeding brought in any such court, and any claim that any such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction. The corporate laws (a) THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE PROVINCE OF NOVA SCOTIA WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW. Any legal action or proceeding against the Guarantor with respect to this Guarantee or the Agreement may be brought in any provincial or federal court in the Province of the State of Delaware shall govern all issues concerning the relative rights of the Company Nova Scotia, and, by execution and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation delivery of this Agreement shall be governed by Guarantee, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Guarantor hereby irrevocably submits to accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the state aforesaid courts. The Guarantor hereby irrevocably designates, appoints, and federal courts sitting in the City of New Yorkempowers Cxxx Xxxx, Wxxxxxxx Hxxx, Suite 2100, 1000 Xxxxxx Xxxxxx, Halifax, Nova Scotia B3J 2X6, as its designee, appointee and agent solely for the adjudication purpose of receiving, accepting and acknowledging for and on its behalf, and in respect of its property, service of any dispute hereunder or in connection herewith or therewithand all legal process, or with any transaction contemplated hereby or discussed hereinsummons, notices and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being documents which may be served in any such suitaction or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the Province of Nova Scotia on the terms and for the purposes of this provision satisfactory to the Beneficiary. The Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by mailing a copy thereof delivered pursuant to such party at the address for such notices to it under notice provision contained in Section 8 of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofGuarantee. Nothing contained herein shall be deemed to limit in any way any affect the right of the Beneficiary to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Parent, Merger Sub and the Parties hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware shall govern all issues concerning (the relative rights “Chosen Courts”) solely in respect of the Company interpretation and its shareholders. All other questions concerning enforcement of the construction, validity, enforcement and interpretation provisions of this Agreement shall be governed by the internal laws and of the State of New Yorkdocuments referred to in this Agreement, without giving effect to any choice of law or conflict of law provision or rule (whether and in respect of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding for the interpretation or enforcement hereof or of any such document, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and Parent, Merger Sub and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. Parent, Merger Sub and the Parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such suitparties and, action to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any the manner provided in this Section 2.8 or in such suitother manner as may be permitted by law shall be valid, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good effective 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by the internal laws provisions of the State law of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereto hereby irrevocably submits agrees that any action, suit or proceeding between or among the parties and their respective Affiliates arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of New York or the federal courts in each case located in the state and federal courts sitting in the City of New York, for Borough of Manhattan; and each party hereto hereby consents to the adjudication jurisdiction of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, such courts (and hereby irrevocably waives, and agrees not to assert of the appropriate appellate courts therefrom) in any such suit, action or proceedingproceeding and irrevocable waives, to the fullest extent permitted by law, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of the venue of any such court, that such suit, action or proceeding in any such court or that they 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 7.7 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 hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of such suitaction, action suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served A final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof described in this Section 7.7 following the expiration of any period permitted for appeal and subject to such party at the address for such 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 any stay during appeal shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable laws.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company and its shareholderslaws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of North Carolina or England, or both, are mandatorily applicable to the Transactions. All other questions concerning Each of the constructionparties hereto irrevocably agrees that any action, validity, enforcement and interpretation suit or proceeding arising out of this Agreement or any Transaction and the rights and obligations arising hereunder, shall be governed by brought and determined exclusively in the internal laws Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court within the State of New YorkDelaware, without giving effect to any choice or, if both the Delaware Court of law or conflict of law provision or rule (whether of Chancery and the Federal courts within the State of New York or Delaware decline to accept jurisdiction over a particular matter, any other jurisdictions) that would cause the application of the laws of any jurisdictions other than state court within the State of New YorkDelaware, and, in each case, any appellate court therefrom. Each party hereby irrevocably submits In addition, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the state and federal courts sitting such court in the City of New York, for the adjudication of event any dispute hereunder arises out of this Agreement or in connection herewith any Transaction, (b) agrees that it will not attempt to deny or therewithdefeat such personal jurisdiction by motion or other request for leave from any such court, or with any transaction contemplated hereby or discussed herein, (c) irrevocably and hereby irrevocably waives, unconditionally waives (and agrees not to assert plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any Transaction in any such court or that any such action, 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 brought in such court has been brought in an inconvenient forum or forum, (d) agrees that the venue of such suitit will not bring any action, action suit or proceeding is improperarising out of this Agreement or any Transaction in any court other than any such court and (e) agrees that each of the other parties will have the right to bring any action, suit or proceeding for enforcement of a judgment entered by such court. Each party hereby irrevocably waives personal service of process Parent, BATUS, Sub and consents to process being served the Company agrees that a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to any such party at court will be conclusive and may be enforced in other jurisdictions by suit on the address for such 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 Judgment or in any way any right to serve process in any other manner permitted provided 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware Nevada shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.. SIGNATURES APPEAR ON THE FOLLOWING PAGE EXECUTION BY NATURAL PERSONS IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN. x $0.50 Per Unit = $ Units subscribed for Purchase Price Aggregate Purchase Price Exact Name in Which Title is to be Held Name (Please Print) Name of Additional Purchaser Residence: Number and Street Address of Additional Purchaser City, State and Zip Code City, State and Zip Code Social Security Number Social Security Number

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware Nevada shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.. SIGNATURES APPEAR ON THE FOLLOWING PAGE

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkWashington, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Washington or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkWashington. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkSeattle, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.. [SIGNATURES APPEAR ON THE NEXT PAGE] Mogul Energy International, Inc. Regulation S Offering December 12, 2007

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company applicable to agreements made and its shareholdersto be performed wholly within such jurisdiction. All disputes, litigation, proceedings or other questions concerning the construction, validity, enforcement and interpretation of legal actions by any party to this Agreement in connection with or relating to this Agreement or any matters described or contemplated in this Agreement shall be governed by instituted in the internal laws courts of the State of New York, without giving effect to any choice Delaware or of law or conflict of law provision or rule (whether of the United States sitting in the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkDelaware. Each party hereby to this Agreement irrevocably submits to the exclusive jurisdiction of the state courts of the State of Delaware and federal courts of the United States sitting in the City State of New York, for the adjudication of any dispute hereunder or Delaware in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinsuch dispute, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suitlitigation, action or proceeding is arising out of or relating to this Agreement. Each party to this Agreement will maintain at all times a duly appointed agent in the State of Delaware for the service of any process or summons in connection with any such dispute, litigation, action or proceeding brought in any such court and, if its fails to maintain such an agent during any period, any such process or summons may be served on it by mailing a copy of such process or summons to it at its address set forth, and in the manner provided, in Section 12.8, with such service deemed effective on the fifteenth day after the date of such mailing. Each party to this Agreement 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, any defense or objection it may now or hereafter have to the laying of venue of any proceeding under this Agreement brought in the courts of the State of Delaware or of the United States sitting in the State of Delaware and any claim that any proceeding under this Agreement brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYforum.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority ("Litigation") that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 7.10, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and all claims or causes of action (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 claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights 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 an party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each party of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting 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 City aforesaid courts. Each of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 3.9, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt 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 Law, any claim that such (x) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (y) the venue of such suit, action or proceeding is improperimproper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal of the parties hereto agrees that service of process and consents to process being served upon such party in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 effective if such process is given as a notice in any 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYaccordance with Section 3.1.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice applicable principles of law or conflict of law laws that would cause the Laws of another State to otherwise govern this Agreement. The Parties agree that any Action seeking to enforce any provision of, or rule based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be heard and determined exclusively in the Delaware Court of Chancery; provided, that if the Delaware Court of Chancery does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in the Superior Court of the State of New York or any other jurisdictions) Delaware (Complex Commercial Division); provided, further, that would cause if subject matter jurisdiction over the application matter that is the subject of the laws Action is vested exclusively in the federal courts of any jurisdictions other than the State United States of New YorkAmerica, such Action shall be heard in the United States District Court for the District of Delaware. Each party Consistent with the preceding sentence, each of the Parties hereby irrevocably (i) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by any Party; (ii) agrees that service of process will be validly effected by sending notice in connection herewith or therewith, or accordance with any transaction contemplated hereby or discussed herein, and hereby Section 12.3; (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts; and consents (iv) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYabove-named courts.

Governing Law; Consent to Jurisdiction. The corporate This Limited Guarantee shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware shall govern all issues concerning applicable to contracts executed in and to be performed therein without regard to the relative rights conflicts of law principles thereof. Each of the Company parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Limited Guarantee, or for recognition and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of any judgment in respect of this Agreement Limited Guarantee or the Transaction and obligations arising hereunder brought by any other party hereto or its successors or assigns, shall be governed by brought and determined exclusively in the internal laws Delaware Court of Chancery and any state appellate court therefrom within the State of New YorkDelaware (or, without giving effect if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any choice of law state or conflict of law provision or rule (whether of federal court within the State of New York or any other jurisdictions) that would cause the application Delaware). Each of the laws parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any jurisdictions action relating to this Limited Guarantee in any court other than the State of New Yorkaforesaid courts. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Limited Guarantee, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 11, (b) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Action in such suit, action or proceeding court is brought in an inconvenient forum or that forum, (ii) the venue of such suitAction is improper or (iii) this Limited Guarantee or the subject matter hereof, action may not be enforced in or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any by such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYcourts.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company execution, interpretation, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation performance of this Agreement shall be governed by the internal laws of the State of New York, York without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York or any other jurisdictionsjurisdiction) that would cause the application of the laws law of any jurisdictions other jurisdiction other than the State of New York. Each party EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY (OTHER THAN THE CONFIDENTIALITY AGREEMENT), AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. The parties hereby irrevocably submits consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of the state such dispute and federal courts sitting in the City agree that mailing of New York, for the adjudication of any dispute hereunder process or other papers in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum the manner provided in Section 8.7 or that the venue of in such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK). Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Supreme Court of the State of New York or any other jurisdictions) that would cause the application sitting in Xxx Xxxx Xxxxxx xxx xx xxx Xxxxxx Xxxxxx District Court of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for the adjudication recognition or enforcement of any dispute hereunder judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such 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 connection herewith any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or therewith, proceeding relating to this Agreement against any such Grantor or with its properties in the courts of any transaction contemplated hereby or discussed herein, and jurisdiction. Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceedingproceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject 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 the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. THE COMPANY AND EACH PARTY OF THE INVESTORS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION AND THE TRANSACTIONS CONTEMPLATED HEREBY.. [signature page follows] [Company Signature Page]

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, York without giving effect regard to any choice of law or conflict of law provision or rule (whether principles of such State. To the State fullest extent permitted by applicable law, RDC and RCR hereby unconditionally and irrevocably waive any claim to assert that the law of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Yorkjurisdiction governs this Agreement. Each party Subject to Section 6.2, RCR and RDC hereby irrevocably submits agree and consent to be subject to the exclusive jurisdiction of the state and federal courts sitting in United States District Court for the City Southern District of New York, for and in the adjudication absence of any dispute hereunder such Federal jurisdiction, Seller and Buyer consent to be subject to the exclusive jurisdiction of a court of The State of New York located in such district and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection herewith or therewith, or with any transaction contemplated hereby such suit, action or discussed hereinother proceeding. In furtherance of the foregoing, each of RDC and hereby irrevocably waivesRCR (i) waives the defense of inconvenient forum, and (ii) agrees not to assert in commence any suit, action or proceeding, other proceeding arising out of this Agreement or any claim that it is not personally transactions contemplated hereby other than in any such court (subject to the jurisdiction of any such courtSection 6.2), and (iii) agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served a final judgment in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such 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 conclusive and may be enforced in other jurisdictions by suit or judgment or in any way any right to serve process in any other manner permitted provided by law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY CERTIFIES THAT NONE OF THE OTHER PARTY, ITS SENIOR MANAGEMENT OR ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT IT MAY HAVETO JURY TRIAL. FURTHER, AND AGREES NOT EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF AS A MATERIAL INDUCEMENT TO SUCH PARTY TO ENTER INTO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and all actions, proceedings or counterclaims (whether based on Contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each of the parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action, proceeding or counterclaim relating to the Merger, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 9.8 will affect the right of any party hereby to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action, proceeding or counterclaim to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state and 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 courts sitting court within the State of Delaware) (the “Chosen Courts”) in the City event that any dispute or controversy arises out of New Yorkthis Agreement or the transactions contemplated hereby, including the Merger; (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 action, proceeding or counterclaim arising in connection with this Agreement or the adjudication transactions contemplated hereby, including the Merger, 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 dispute hereunder such action, proceeding or counterclaim in connection herewith the Chosen Courts or therewiththat such action, proceeding or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, counterclaim was brought in an inconvenient court and agrees not to assert plead or claim the same; and (vi) agrees that it will not bring any action, proceeding or counterclaim relating to this Agreement or the transactions contemplated hereby, including the Merger, in any suit, action or proceeding, any claim that it is not personally subject to court other than the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperChosen Courts. Each party hereby irrevocably waives personal service of process Parent, Merger Sub and consents to process being served the Company agrees that a final judgment in any such suitaction, action proceeding or proceeding counterclaim in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by mailing a copy thereof to such party at suit on the address for such 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 judgment or in any way any right to serve process in any other manner permitted provided 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights Delaware, regardless of the Company laws that might otherwise govern under applicable principles of conflicts of law thereof. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, and nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (ii) irrevocably and unconditionally consents and submits itself and its shareholders. All other questions concerning properties and assets in any action or proceeding to the constructionexclusive general jurisdiction of the Delaware Court of Chancery (or, validityonly if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, enforcement and interpretation any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (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 actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be governed by brought, tried and determined only in the internal laws Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of New YorkDelaware), without giving effect (v) waives any objection that it may now or hereafter have to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws venue of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting such action or proceeding in the City of New York, for the adjudication of any dispute hereunder such court or that such action or proceeding was brought in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, an inconvenient court and agrees not to assert plead or claim the same and (vi) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, court other than the aforesaid courts. Each Investor and Parent agrees that a final judgment in any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such 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 way any right to serve process in any manner permitted by applicable 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware Florida shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.. SIGNATURES APPEAR ON THE FOLLOWING PAGE

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement This Warrant shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) principles that would cause result in the application of the laws of any jurisdictions law other than the law of the State of New York. Each party hereby The Company, and by its acceptance hereof, the holder of this Warrant each irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceedingproceeding may be served on the Company and such holder anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company, any claim that it is not personally subject and by its acceptance hereof, the holder of this Warrant each irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding and to the laying of venue in such court. The Company, and by mailing a copy thereof its acceptance hereof, the holder of this Warrant each irrevocably waives any objection to the laying of venue of any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYan inconvenient forum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement Agreement, the Representatives’ Warrants, the Lock-Up Agreements and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”) shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law thereof. Each party agrees that all legal action, claim, suit, investigation or conflict proceeding (“Proceedings”) concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement and any other Transaction Documents (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingProceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action Proceeding is improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperProceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 such 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 way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf either party shall commence a Proceeding to enforce any provisions of the Transaction Documents, AND AGREES NOT TO REQUESTthen, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYin addition to the obligations of under Article 5, the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware Nevada shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by law. EACH PARTY Nothing contained herein shall be deemed or operate to preclude either party from bringing suit or taking other legal action against the other party in any other jurisdiction to collect on such party’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject 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 the Parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such party at court. Each Party hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. THE COMPANY AND EACH PARTY OF THE HOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION AND THE TRANSACTIONS CONTEMPLATED HEREBY.. Company Signature Page to Registration Rights Agreement

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the other parties to this Agreement in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein may be instituted in a federal or state court within the federal Northern District of California or in any federal or provincial court in the Province of Ontario, Canada (ii) waives to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any jurisdictions other than the State of New York. Each party hereby irrevocably such proceeding, and (iii) submits to the non-exclusive jurisdiction of the state and federal such courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding. Lanacom has appointed CT Corporation System, 818 Xxxx 0xx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 xx its authorized agent and BackWeb Parent has appointed BackWeb Technologies Inc., 2077 Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000 xx its authorized agent (each an "Authorized Agent") upon whom process may be served in connection with any claim that it is not personally subject to action based on this Agreement or any transaction contemplated hereby which may be instituted in any federal or state court within the jurisdiction federal Northern District of California and BackWeb Parent has appointed BackWeb Canada as an additional Authorized Agent upon whom process may be served in connection with any action based on this Agreement or any transaction contemplated hereby which may be instituted in any federal or provincial court in the Province of Ontario, Canada. In each case, such court, that such suit, action or proceeding is brought in an inconvenient forum or appointment shall be irrevocable. Each of the parties hereto represents and warrants that the venue of Authorized Agent has agreed to act as such suit, action or proceeding is improper. Each party hereby irrevocably waives personal agent for service of process and consents agrees to taken any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement upon an Authorized Agent and agrees that written notice of such service to the applicable party shall constitute good and sufficient be deemed, in every respect, effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYupon such party.

Governing Law; Consent to Jurisdiction. The corporate This Transitional Services Agreement shall be construed in accordance with and governed by the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company applicable to agreements made and its shareholdersto be performed wholly within such jurisdiction. All disputes, litigation, proceedings or other questions concerning the construction, validity, enforcement and interpretation of legal actions by any Party to this Transitional Services Agreement in connection with or relating to this Transitional Services Agreement or any matters described or contemplated in this Transitional Service Agreement shall be governed by instituted in the internal laws courts of the State of New York, without giving effect to any choice Delaware or of law or conflict of law provision or rule (whether of the United States sitting in the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkDelaware. Each party hereby Party to this Transitional Service Agreement irrevocably submits to the exclusive jurisdiction of the state courts of the State of Delaware and federal courts of the United States sitting in the City State of New York, for the adjudication of any dispute hereunder or Delaware in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinsuch dispute, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suitlitigation, action or proceeding is arising out of or relating to this Transitional Services Agreement. Each Party to this Agreement will maintain at all times a duly appointed agent in the State of Delaware for the service of any process or summons in connection with any such dispute, litigation, action or proceeding brought in any such court and, if it fails to maintain such an agent during any period, any such process or summons may be served on it by mailing a copy of such process or summons to it at its address set forth, and in the manner provided in Section 9.01, with such service deemed effective on the fifteenth day after the date of such mailing. Each Party to this Transitional Services Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of this Transitional Services Agreement and, to the fullest extent permitted by applicable law, any defense or objection it may now or hereafter have to the laying of venue of any proceeding under this Transitional Services Agreement brought in the courts of the State of Delaware or of the United States sitting in the State of Delaware and any claim that any proceeding under this Transitional Services Agreement brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYforum.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and any action, suit, dispute, controversy or claim arising out of this Agreement, or the validity, interpretation, breach or termination of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without the relative rights application of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation principles of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause result in the application of the laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party hereby of the parties irrevocably submits consents to the exclusive jurisdiction and venue of the state and Chancery Court of the State of Delaware, or if such court declines jurisdiction, then to any federal courts sitting court located in the City of New YorkWilmington, for the adjudication of Delaware and, in either case, any dispute hereunder or appellate court therefrom in connection herewith or therewith, or with any transaction contemplated matter based upon or arising out of this Agreement, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each party may do so only if he, she or it hereby or discussed herein, and hereby irrevocably waives, and agrees shall not to assert as a defense in any suitlegal dispute, action or proceeding, any claim that it that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court, that ; (iii) such suit, action Person’s property is exempt or proceeding immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum forum; or that (v) the venue of such suit, action or proceeding Legal Proceeding is improper. Each party hereby irrevocably waives personal agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 way any right to serve process in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVENotwithstanding the foregoing in this Section 14(a), AND AGREES NOT TO REQUESTany party may commence any action, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYclaim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Governing Law; Consent to Jurisdiction. The corporate laws (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Any legal action or proceeding against the Guarantor with respect to this Guaranty or the Agreement may be brought in any state or federal court in the County of the State of Delaware shall govern all issues concerning the relative rights of the Company New York and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect and, by execution and delivery of this Guaranty, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Guarantor hereby irrevocably designates Anadarko Petroleum Corporation, 1000 Xxxx Xxxxxxx Xxxxx, The Woodlands, Texas 77380, Attn: Treasurer for the purpose of receiving, accepting and acknowledging for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to any choice of law or conflict of law provision or rule (whether of be available to act as such, the Guarantor agrees to designate a new designee, appointee and agent in the State of New York or on the terms and for the purposes of this provision satisfactory to the Beneficiary. The Guarantor further irrevocably consents to the service of process out of any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal aforementioned courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought delivered pursuant to the notice provision contained in an inconvenient forum or that the venue Section 8 of such suit, action or proceeding is improper. 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofGuaranty. Nothing contained herein shall be deemed to limit in any way any affect the right of the Beneficiary to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement will be governed by, and construed in accordance with, the Laws of the State of Delaware shall govern all issues concerning California without regard to the relative rights conflict of laws rules of such state. Each of the Company Parties hereby irrevocably consents and its shareholders. All other questions concerning the constructionagrees that it shall bring any action, validity, enforcement and interpretation of suit or proceeding with respect to any matter arising under or relating to this Agreement shall be governed by or any Ancillary Agreement or the internal laws subject matter hereof or thereof in the United States District Court of the Central District of California (or if jurisdiction is not available in such court, then in a state court of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts California sitting in the City of New YorkLos Angeles), unless such party, based on the good faith advice of its counsel, determines that any such court may not exercise or have jurisdiction over the other Party or such matter or that a judgment rendered by such court may not be enforceable in the jurisdiction of the organization of the other Party or a jurisdiction in which such other Party’s office(s) or assets are located. Each of the Parties hereby irrevocably accepts and submits, for the adjudication itself and in respect of any dispute hereunder or in connection herewith or therewithits properties, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any the United States District Court of the Central District of California (or if jurisdiction is not available in such court, that then in a state court of the State of California sitting in the City of Los Angeles), in person am, generally and unconditionally, with respect to any such suitaction, action suit or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperproceeding. Each party of the Parties hereby irrevocably waives personal consents to the service of process and consents to process being served in any such suitaction, action suit or proceeding in any such court by the mailing of a copy thereof by registered or certified mail, postage prepaid, to such party at the address specified in Section 10.2 for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient Party. In addition to or in lieu of any such service, service of process and notice thereof. Nothing contained herein shall may also be deemed to limit made in any way any right to serve process in any other manner permitted by lawapplicable Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of the Parties hereby irrevocably and unconditionally waives any objection or defense which it may now or hereafter have to the laying of venue to any such action, AND AGREES NOT TO REQUESTsuit or proceeding in the United States District Court of the Central District of California (or if jurisdiction is not available in such court, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthen in a state court of the State of California sitting in the City of Los Angeles) and hereby irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 6.12, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 law, the benefit of any defense that would hinder, 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be construed, performed and enforced in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice its principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules are not mandatorily applicable by statute and would require or any other jurisdictions) that would cause permit the application of the laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party of the Parties hereby irrevocably submits and unconditionally submits, for itself and for its property, to the exclusive jurisdiction of any Delaware State court or Federal court of the state and federal courts United States of America sitting in the City of New YorkDelaware and any appellate court from any court thereof, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, any claim and each Party hereby irrevocably and unconditionally agrees that it is not personally subject to the jurisdiction all claims 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. Each Party 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 Applicable Law. Each Party hereby irrevocably and unconditionally waives, that such 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 suit, action or proceeding is brought arising out of or relating to this Agreement or the transactions contemplated hereby in any Delaware State or Federal court. Each Party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such court. Each party hereby Party irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 11.01 of the Stock Purchase Agreement. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYApplicable Law.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdictions) laws principles thereof that would cause result in the application of the laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party hereby of the Parties (i) irrevocably submits itself to the exclusive personal jurisdiction of the any state and federal courts court sitting in Delaware, as well as to the City jurisdiction of New Yorkall courts to which an appeal may be taken from such courts, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding arising out of or relating to this Agreement, or any claim of the transactions contemplated by this Agreement; (ii) agrees that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought all claims in an inconvenient forum or that the venue respect of such suit, action or proceeding shall be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event that subject matter jurisdiction is improper. Each party hereby irrevocably waives personal unavailable in that court, then all such claims shall be brought, heard and determined exclusively in the Complex Commercial Litigation Division of the Delaware Superior Court in and for New Castle County); (iii) consents to service of process and consents to process being served in connection with any such suit, action or proceeding by mailing registered or certified mail; (iv) agrees that it shall not attempt to deny or defeat any such jurisdiction by motion or other request for leave from such court; and (v) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court in any jurisdiction other than Delaware. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. For the avoidance of confusion, nothing in this Agreement shall be construed as constituting a copy thereof choice of applicable law or consent to such party at jurisdiction, consent to service of process, or waiver of objection to venue in any action among the address for such notices Parties that does not relate solely to it the enforcement and interpretation of the Parties’ respective rights and obligations 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Governing Law; Consent to Jurisdiction. The corporate laws of All matters relating to this Agreement or the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the breach, interpretation, construction, validity, termination and enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party Subject to Sections 1.04, 1.05, 6.02 and 11.11 herein, and the alternative dispute resolution provisions contained therein, each of the Parties hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court in New Castle County, or Federal court of the state and federal courts United States of America, sitting within New Castle County in the City State of New YorkDelaware, for and any respective appellate court, in any action or proceeding arising out of or relating to this Agreement, the adjudication of any dispute hereunder or agreements delivered in connection herewith or therewithwith this Agreement, or with any transaction the transactions contemplated hereby or discussed hereinthereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceeding, proceeding except in such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in such Delaware State court or, to the extent permitted by applicable Law, in such Federal court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by applicable Law, the defense of lack of personal jurisdiction or an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such Delaware State or Federal court. Each party of the Parties hereby 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 applicable Law. Each of the Parties hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 11.02. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suitaction, 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 brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 such 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 way any right to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company execution, interpretation, and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation performance of this Agreement shall be governed by the internal laws of the State of New York, York without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York or any other jurisdictionsjurisdiction) that would cause the application of the laws law of any jurisdictions other jurisdiction other than the State of New York. Each party EACH PARTY HERETO, TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF SUCH PARTY’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY (OTHER THAN THE CONFIDENTIALITY AGREEMENT), AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. The parties hereby irrevocably submits consent to and grant any such court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Xxx, over the subject matter of the state such dispute and federal courts sitting in the City agree that mailing of New York, for the adjudication of any dispute hereunder process or other papers in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum the manner provided in Section 10.8 or that the venue of in such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed in this Agreement will affect the right of any party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the State parties agrees that all actions, suits or proceedings arising out of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of or based upon this Agreement or the subject matter hereof shall be governed by brought and maintained exclusively in the internal laws federal and state courts of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party of the parties hereto by execution hereof (i) hereby irrevocably submits to the exclusive jurisdiction of the federal and state and federal courts sitting in the City State of New York, York for the adjudication purpose of any dispute hereunder action, suit or in connection herewith proceeding arising out of or therewith, based upon this Agreement or with any transaction contemplated the subject matter hereof and (ii) hereby or discussed herein, and hereby irrevocably waiveswaives to the extent not prohibited by applicable law, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any suitsuch action, action suit or proceeding, any claim that it is not subject personally subject to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such courtaction, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such suitaction, action suit or proceeding is brought or maintained in an inconvenient 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, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the venue subject matter hereof may not be enforced in or by any of such suit, action or proceeding is improperthe above-named courts. Each party of the parties hereto hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding in any manner permitted by mailing a copy thereof to such party the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address for such notices specified in or pursuant to it under this Agreement Section 4.1 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that such service shall of process made in accordance with Sections 4.1 and 4.2 does not constitute good and sufficient service of process and notice thereofprocess. Nothing contained herein The provisions of this Section 4.2 shall be deemed not restrict the ability of any party to limit enforce in any way court any right to serve process judgment obtained 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa federal or state court of the State of New York.

Governing Law; Consent to Jurisdiction. The corporate This AGREEMENT and the NOTE shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning California. Any legal action or proceedings with respect to this AGREEMENT against the relative rights BORROWER may be brought in the courts of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation United States of this Agreement shall be governed by the internal laws of America or the State of New YorkCalifornia as the BANK may elect, without giving effect to any choice and, by execution and delivery of law or conflict of law provision or rule this AGREEMENT, the BORROWER hereby (whether of i) accepts for itself, generally and unconditionally, the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkaforesaid courts, for the adjudication (ii) irrevocably agrees to be bound by any judgment of any dispute hereunder such court with respect to this AGREEMENT or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, the NOTE and hereby (iii) irrevocably waives, and agrees not to assert in the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedingproceedings with respect to this AGREEMENT brought in any court of the United States of America or the State of California located in the City of San Francisco, and further irrevocably waives any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 brought in any such court has been brought in an inconvenient forum. In the case of the courts of the United States of America and State of California the BORROWER hereby agrees to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient receive service of process and notice thereofin any legal action or proceedings with respect to this AGREEMENT at its offices set forth in SECTION 8.06. Nothing contained herein shall be deemed to limit in any way any affect the right to serve process in any other manner permitted by the 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYThe BORROWER hereby agrees that the mailing of such process to the BORROWER shall be deemed personal service and accepted by the BORROWER for any legal action or proceedings with respect to this AGREEMENT.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholdersNew York. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdictions) that would cause state and federal courts sitting in the application of the laws of any jurisdictions other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of the Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 such 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 way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf either party shall commence an action or proceeding to enforce any provisions of the Agreement, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding.

Governing Law; Consent to Jurisdiction. The corporate laws THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each Party hereby irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware shall govern all issues concerning (the relative rights “Chosen Courts”) solely in respect of the Company interpretation and its shareholders. All other questions concerning enforcement of the construction, validity, enforcement and interpretation provisions of this Agreement shall be governed by the internal laws and of the State of New Yorkdocuments referred to in this Agreement, without giving effect to any choice of law or conflict of law provision or rule (whether and in respect of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding for the interpretation or enforcement hereof or of any such document, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. The Parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such suitparties and, action to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any the manner provided in this Section 2.7 or in such suitother manner as may be permitted by law shall be valid, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good effective 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by construed and enforced in accordance with the internal laws of the State of New York (without regard to conflicts of laws principles). Any proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in New York County, New York, without giving effect to any choice of law or conflict of law provision or rule (whether and each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such proceeding shall be heard and federal courts sitting determined only in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, such court and agrees not to assert bring any claim or proceeding arising out of or relating to this Agreement in any suitother court. The parties hereto agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, action voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any such proceeding referred to in the second sentence of this section may be served on any party anywhere in the world. If any of Buyer, Globalstar or, after Closing, the Subsidiaires (the “Globalstar Parties”), on the one hand, or Loral Space, Sellers, Quota Sellers or, before Closing, the Subsidiaries (the “Loral Parties”), on the other hand, files a claim or proceeding in a jurisdiction other than the exclusive jurisdiction selected by this Section 18, then the Globalstar Parties or Loral Parties filing such claim or proceeding, any claim that it is not personally subject as the case may be, shall be liable for immediate payment of US$1,000,000 in the aggregate to the jurisdiction of any such courtLoral Parties or the Globalstar Parties, that such suitas the case may be, action against whom the claim or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address was filed as liquidated damages for such notices breach of this Section 18. This Section shall not apply to it under this Agreement and agrees that such service shall constitute good and sufficient service the enforcement of process and notice thereof. Nothing contained herein shall be deemed an arbitrator’s award pursuant to limit in any 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYSection 19(g) hereof.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights (regardless of the Company and its shareholders. All other questions concerning the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, validityeffect, enforcement performance and interpretation remedies with the exception of this Agreement (and to the extent mandatorily required) the provisions relating to the transfer of the Contributed Shares, that shall be governed by the internal laws Laws of Germany. Each party, and any Person asserting rights as a third party beneficiary hereunder, irrevocably agrees that any action, suit or proceeding between or among the parties arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (a “Legal Dispute”) shall be brought exclusively in the courts of the State of New YorkDelaware; provided that if subject matter jurisdiction over the Legal Dispute is vested exclusively in the United States federal courts, without giving effect such Legal Dispute shall be heard in the United States District Court for the District of Delaware. Each party, and any Person asserting rights as a third party beneficiary hereunder, hereby irrevocably and unconditionally submits to any choice the jurisdiction of law or conflict of law provision or rule such courts (whether and of the State 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 New York 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 2.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other jurisdictions) that would cause the application of the laws of Legal Dispute, including any jurisdictions other than the State of New York. Each party hereby irrevocably submits counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of the state such court. Each party and federal courts sitting in the City of New Yorkany Person asserting rights as a third party beneficiary hereunder may bring such Legal Dispute only if he, for the adjudication of any dispute hereunder she or in connection herewith or therewith, or with any transaction contemplated it hereby or discussed herein, and hereby irrevocably waives, and agrees shall not to assert as a defense in any suitLegal Dispute, action or proceeding, any claim that it (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, that (c) such suitparty’s property is exempt or immune from execution, action (d) such action, suit or proceeding is brought in an inconvenient forum forum, or that (e) the venue of such suitaction, action suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served A final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof described in this Section 2.7 following the expiration of any period permitted for appeal and subject to such party at the address for such 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 any stay during appeal shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by lawapplicable Laws. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY HEREBY BENEFICIARY HEREUNDER MAY BRING A LEGAL DISPUTE ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVETO 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, AND AGREES NOT NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO REQUESTTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYCANNOT BE WAIVED.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning without giving effect to the relative rights principles of conflicts of law. Each of the Company parties hereto hereby irrevocably and its shareholders. All other questions concerning unconditionally consents to submit to the construction, validity, enforcement and interpretation exclusive jurisdiction in the Court of this Agreement shall be governed by the internal laws Chancery of the State of New York, without giving effect to Delaware or any choice court of law or conflict of law provision or rule (whether of the United States located in the State of New York Delaware, for any action, proceeding or investigation in any other jurisdictionscourt or before any governmental authority (“Litigation”) that would cause arising out of or relating to this Agreement and the application transactions contemplated hereby. Each of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 5.11, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 law, the benefit of any defense that would hinder, 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement and any claim, controversy or dispute arising out of or relating to this Agreement and the transactions contemplated hereby, and/or the interpretation and enforcement of the rights and duties of the parties hereunder, shall be governed by and construed in accordance with the Laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York or any other jurisdictions) that would cause result in the application of the laws Laws of any jurisdictions other than the State of New Yorkjurisdiction. Each party hereby of the parties irrevocably submits to the exclusive jurisdiction of the state and courts of the Delaware Court of Chancery or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal courts sitting court located in the City State of New YorkDelaware (and, in each case, any applicable appellate courts therefrom) for the adjudication purposes of any dispute hereunder Proceeding directly or indirectly arising out of or related in connection herewith any way to this Agreement or therewith, or with any transaction the transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waives, the interpretation and enforcement of the rights and duties of the parties under this Agreement (and agrees not to assert commence or support any Person in any suit, action such Proceeding relating thereto except in such courts). Each of the parties further irrevocably waives any objection which such party may now or proceeding, any claim that it is not personally subject hereafter have to the jurisdiction laying of the venue of any such court, Proceeding in such courts and shall not plead or claim in any such court that any such suit, action or proceeding is Proceeding brought in such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal service Service of process and consents to process being served in with respect thereto may be made upon any such suit, action or proceeding party by mailing a copy thereof by registered mail to such party at the its address for such 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 as provided in any way any right to serve process in any manner permitted by lawSection 6.1. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER ACTION DIRECTLY OR IN CONNECTION HEREWITH OR INDIRECTLY ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY.

Governing Law; Consent to Jurisdiction. The corporate This Purchase Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of Delaware shall govern all issues concerning new York (without regard to the relative rights choice of law rules applicable in such jurisdiction other than Section 5-1401 of the Company New York General Obligation Law). Any legal action or proceeding against any party with respect to this Purchase Agreement may be brought and its shareholders. All other questions concerning enforced in a federal or state court located in the constructionCounty of New York, validityCity of New York, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice and by the execution and delivery of law or conflict of law provision or rule (whether this Purchase Agreement, each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereby irrevocably submits to accepts for itself generally, irrevocably and unconditionally, the exclusive jurisdiction of the state and federal courts sitting in aforesaid courts, intending that all provisions of Section 5-1401 of the City New York General Obligations Law shall apply with such respect to choices of New Yorkvenue. Each of the parties agrees that a judgement, for the adjudication after exhaustion of any dispute hereunder or in connection herewith or therewithall available appeals, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought shall be conclusive and binding upon them, and may be enforced in any other jurisdiction by entry of an inconvenient forum or that the venue Order upon such judgement, a certified copy of which shall be conclusive evidence of such suit, action or proceeding is improperjudgement. Each party hereby of the parties further irrevocably waives personal consents to the service of process and consents to process being served out of any of the aforementioned courts in any such suit, action or proceeding by the mailing a copy of copies thereof by registered r certified mail, postage prepaid, to such party at the its address for such notices to it under this Agreement and agrees that provided in or in accordance with SECTION 13.9, such service shall constitute good and sufficient service of process and notice thereofto become effective ten (10) days after such mailing. Nothing contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner or to commence legal proceedings or otherwise proceed against the other parties hereby waives irrevocably, to the fullest extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUESTany objection to the laying of the venue in, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYr any claim of inconvenient forum in respect of any such action in, County of Xxx Xxxx, Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx to which it might otherwise now or hereafter be entitled in any actions arising out of or based on this Purchase Agreement.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict principles thereof. Each of law provision or rule (whether the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York or any other jurisdictions) that would cause located in New York County and the application United States District Court for the Southern District of New York for the laws purpose of any jurisdictions other than suit, action, proceeding or judgment relating to or arising out of this Agreement and the State transactions contemplated hereby. Service of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject 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 the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. THE COMPANY AND EACH PARTY OF THE INVESTORS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.HEREBY AND THEREBY. [Company Signature Page]

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New YorkYork applicable to contracts executed in and to be performed entirely in that State, without giving effect to any choice of law or conflict of law provision or rule (rule, whether of in the State of New York or any other jurisdictions) jurisdiction, that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkYork to apply. Each party The Parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submit to the jurisdiction of any state or federal court sitting in the County of New York, State of New York, and, only after the Closing, any other court in which a Third Party Claim is asserted for which an Indemnified Party is entitled to indemnification under Article IX, in any action or proceeding arising out of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined exclusively in such state or federal court. The Parties hereto hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they or any of them may now or hereafter have to the laying of the venue of any such action or proceeding brought in any such court, and any claim that any such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, non-performance, interpretation, termination or construction hereof, shall be construed under, governed by, and enforced in accordance with the laws of the State of Delaware shall govern all issues concerning (without regard to the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) provisions thereof that would cause require the application of the Law of another jurisdiction, including Delaware laws relating to applicable statutes of any jurisdictions other than the State limitations and burdens of New Yorkproof). Each party Party hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware or, where such court does not have jurisdiction, any state or federal court within the State of Delaware (the “Delaware Courts”) (and federal of the appropriate appellate courts sitting thereto), in any Action arising out of or relating to this Agreement or the City of New York, Contemplated Transactions or for the adjudication recognition or enforcement of any dispute hereunder or in connection herewith or therewithjudgment relating thereto, and each of the Parties hereby irrevocably and unconditionally waives any objection to venue laid therein, any objection on the grounds of forum non conveniens, or with any transaction contemplated hereby objection based on or discussed hereinon account of its place of incorporation or domicile, and hereby irrevocably waives, and agrees not to assert in any suit, action which it may now or proceeding, any claim that it is not personally subject hereafter have to the jurisdiction bringing of any such court, that such suit, action or proceeding is brought Action in an inconvenient forum or that any Delaware Court (and of the venue of such suit, action or proceeding is improperappropriate appellate courts thereto). Each party Party hereby irrevocably waives personal and unconditionally consents and agrees that service of or process and consents to process being served in any such suitAction may be served on any party anywhere in the world, action whether within or proceeding by mailing a copy thereof to such party at without the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service State of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process Delaware, in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVELaw or, AND AGREES NOT TO REQUESTwithout limiting the foregoing, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYin the manner provided for notices in Section 8.09.

Governing Law; Consent to Jurisdiction. The corporate (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights regardless of the Company laws that might otherwise govern under applicable principles of conflicts of law. (b) Each Stockholder hereby irrevocably and unconditionally submits, for itself and its shareholders. All other questions concerning property, to the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws nonexclusive jurisdiction of the State United States District Court of the Southern District of New York, without giving effect and any appellate court from such court, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any choice judgment, and each of law the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or conflict proceeding may be heard and determined in such Federal court. Each of law provision the parties hereto agrees that a final judgment in any such action or rule proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this shall affect any right that Acquiror or Newco may otherwise have to bring any action or proceeding relating to this Agreement against any Stockholder or its properties in the courts of any jurisdiction. (whether c) Each Stockholder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of forum non conveniens to the maintenance of such action or proceeding in any such court. (d) Each Stockholder hereby irrevocably appoints and designates CT Corporation System, whose address is 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, or any other person having and maintaining a place of business in the State of New York whom the Parent or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits Newco may from time to time hereafter designate (having given 30 days' notice thereof to the exclusive jurisdiction Acquiror and Newco), as the true and lawful attorney and duly authorized agent for acceptance of the state service of legal process from Acquiror and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject Newco. Without prejudice to the jurisdiction of any such courtforegoing, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each each party hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 4.10. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.4.12

Governing Law; Consent to Jurisdiction. The corporate laws of All matters relating to the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the interpretation, construction, validity, validity and enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party Party hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court in New Castle County, or Federal court of the state and federal courts United States of America, sitting within New Castle County in the City State of New YorkDelaware, for and any respective appellate court, in any action or proceeding arising out of or relating to this Agreement, the adjudication of any dispute hereunder or agreements delivered in connection herewith or therewithwith this Agreement, or with any transaction the transactions contemplated hereby or discussed hereinthereby, or for recognition or enforcement of any judgment relating thereto, and each Party hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceeding, proceeding except in such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by law, the defense of lack of personal jurisdiction or an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such Delaware State or Federal court. Each party Party hereby 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 hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 14. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by applicable 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights applicable to contracts executed in and to be performed entirely within such State. Each of the Company parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its shareholders. All other questions concerning assets and properties, to the constructionexclusive jurisdiction of any Delaware State court, validityor Federal court of the United States of America, sitting within the State of Delaware, and any appellate court from any thereof, in any action or proceeding 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 interpretation each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) 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, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding 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 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided for in the notices in Section 9.5. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law. Notwithstanding the foregoing, the parties hereby further agree that, (i) the Debt Commitment Letter and the performance thereof by the Financing Sources shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof and (ii) it will not bring any legal proceeding, whether in Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any choice of law the transactions contemplated by this Agreement, including any dispute arising out of or conflict of law provision relating in any way to the Debt Commitment Letter or rule (whether the performance thereof, in any forum other than the Supreme Court of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City , County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the adjudication Southern District of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, New York (and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice appellate courts thereof. Nothing contained herein shall be deemed to limit in any 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY).

Governing Law; Consent to Jurisdiction. The corporate laws This Agreement will be governed by, and construed in accordance with, the Law of the State of Delaware shall govern all issues concerning without regard to the relative rights conflict of Laws rules of such state. Each of the Company Parties and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of any Person asserting any rights or defenses under this Agreement hereby irrevocably consents and agrees that it shall be governed by bring any action, suit, or proceeding with respect to any matter arising out of or relating to this Agreement, any Ancillary Agreement (unless a different choice of law and jurisdiction is provided in any Ancillary Agreement), or the internal laws subject matter of any of those agreements in the United States District Court for the District of Delaware in Wilmington, Delaware (or if subject matter jurisdiction is not proper in such court, then in a state court of the State of New YorkDelaware sitting in Wilmington, without giving effect to any choice of law or conflict of law provision or rule (whether Delaware). Each of the State of New York Parties and any Person asserting any rights or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party defenses under this Agreement hereby irrevocably submits accepts and submits, for itself and in respect of its properties, to the exclusive personal jurisdiction of the state and federal courts located in the State of Delaware with respect to any such action, suit, or proceeding. Each of the Parties and any Person asserting any rights or defenses under this Agreement hereby irrevocably consents to service of process in any such action, suit, or proceeding in any such court by the mailing of a copy of such process by registered or certified mail, postage prepaid, to such Person at the address specified in Section 10.1 for notices to such Person. Additionally, service of process may also be made in any other manner permitted by applicable Law. Each of the Parties and any Person asserting any rights or defenses under this Agreement hereby irrevocably and unconditionally waives any objection or defense that it may now or hereafter have to the laying of venue in any such action, suit, or proceeding in the United States District Court for the District of Delaware in Wilmington, Delaware (or if subject -41- EAST\168212916.9 matter jurisdiction is not proper in such court, then in a state court of the State of Delaware sitting in the City of New YorkWilmington, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, Delaware) and hereby irrevocably waives, and unconditionally waives and agrees not to assert in plead or claim that any such action, 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 brought in such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYforum.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting of the State of New York located in the City of New York, New York and the United States District Court for the adjudication Southern District of New York located in New York, New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject 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 the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER LEGAL PROCEEDING DIRECTLY OR IN CONNECTION HEREWITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY).

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholdersTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). All other questions concerning the constructionALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, validityAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH SUCH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkGENERALLY AND UNCONDITIONALLY, without giving effect to any choice of law or conflict of law provision or rule THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New YorkSUBJECT TO ANY RIGHT OF APPEAL BY A HIGHER COURT). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of all process and consents to process being served in any such suitproceeding in any such court may be made by registered or certified mail, action or proceeding by mailing a copy thereof return receipt requested, to such the other party at the its address for such notices to it under this Agreement and agrees that provided in Section 18, such service shall constitute good being hereby acknowledged by each party hereto to be sufficient for personal jurisdiction in any action against it in any such court and sufficient to be otherwise effective and binding service of process and notice thereofin every respect. Nothing contained herein shall be deemed to limit in any way any affect the right to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or shall limit the right of any party hereto to bring proceedings against the other party in the courts of any other jurisdiction.

Governing Law; Consent to Jurisdiction. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The corporate laws Issuers and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Indenture and any of the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such 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. Nothing in this Indenture shall affect any right that the Trustee, Agent, or Holder any otherwise have to bring any action or proceeding relating to this Indenture against either Issuer or any other jurisdictions) that would cause Guarantor or their properties in the application of the laws courts of any jurisdictions other than jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New YorkYork or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Notes or to enforce, protect or maintain their rights and Claims or for any other lawful purpose. Each party hereby irrevocably submits to the exclusive jurisdiction of the state Issuer and federal courts sitting in the City of New York, for the adjudication of Guarantor further agrees that any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum against the Trustee, the Collateral Trustee, any Agent or that the venue of such suitany Holder, action if brought by any Issuer or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suitGuarantor, action or proceeding by mailing a copy thereof to such party at the address for such 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 brought only in New York State or, to limit in any way any right to serve process in any manner the extent 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYin such Federal court.

Governing Law; Consent to Jurisdiction. The corporate This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state and Delaware Court of Chancery, any other court of the State of Delaware or any federal courts court sitting in the City State of New York, for Delaware in the adjudication of event any dispute hereunder arises out of this Agreement or 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 or the transactions contemplated by this Agreement in connection herewith any court other than the Delaware Court of Chancery, any other court of the State of Delaware or therewithany federal court sitting in the State of Delaware, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably (iv) waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceeding, proceeding arising out of or relating to this Agreement and (v) agrees that each of the other parties shall have the right to bring any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in an inconvenient forum or the State of Delaware. Each party hereto agrees that the venue of such suit, a final judgment in any action or proceeding is impropershall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party hereby hereto irrevocably waives personal consents to the service of process and consents outside the territorial jurisdiction of the courts referred to process being served in this Section 5.6 in any such suit, action or proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 5.7. However, the foregoing shall not limit the right of a copy thereof party to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in on the other party by any 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYother legally available method.

Governing Law; Consent to Jurisdiction. The corporate All matters relating to the interpretation, construction, validity and enforcement of this Limited Guarantee shall be governed by and construed in accordance with the domestic laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the Parties hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court in New Castle County, or Federal court of the state and federal courts United States of America, sitting within New Castle County in the City State of New YorkDelaware, and any respective appellate court, in any action or proceeding arising out of or relating to this Limited Guarantee, or for the adjudication recognition or enforcement of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinjudgment relating thereto, and each of the Parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceeding, proceeding except in such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by law, the defense of lack of personal jurisdiction or an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such Delaware State or Federal court. Each party of the Parties hereby 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 of the Parties hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofin Section 7. Nothing contained herein in this Limited Guarantee shall be deemed to limit in affect the right of any way any right Party to serve process in any other manner permitted by applicable 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Settlement Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether York and the laws of the State United States applicable to contracts entered into and completely performed in New York. This Section 17 applies to this Settlement Agreement only, and does not affect or change the terms or the applicable law of any other agreement. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of any court in the state of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it and in connection with this Agreement pertaining to any matter that is not subject to arbitration in accordance with Section 18, or for the adjudication recognition or enforcement of any dispute hereunder judgment, and the Parties hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court. The Parties agree that a final unappealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith or therewithany other manner provided by law. To the extent permitted by applicable law, or with any transaction contemplated the Parties hereby or discussed herein, waive and hereby irrevocably waives, and agrees agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtcourts, that such the suit, action or proceeding is brought in an inconvenient forum or forum, that the venue of such the suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served improper or that the related documents or the subject matter thereof may not be litigated in any or by such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 way any right to serve process in any manner permitted by lawcourts. EACH PARTY HEREBY IRREVOCABLY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER ARISING UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF RELATING TO THIS SETTLEMENT AGREEMENT OR AND AGREES THAT ANY TRANSACTION CONTEMPLATED HEREBYSUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Governing Law; Consent to Jurisdiction. The corporate This Limited Guarantee, and all actions, causes of action, claims, cross-claims, third-party claims or proceedings of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee, or the negotiation, execution or performance hereof (including any action, cause of action, claim, cross-claim, third-party claim or proceeding of any kind based upon, arising out of or related to any representation or warranty made in or in connection herewith) shall be governed by and construed in accordance with the laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the constructionDelaware, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application regardless of the laws that might otherwise govern under applicable principles of any jurisdictions other than the State conflicts of New Yorklaws. Each party of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state and Delaware Court of Chancery, any other court of the State of Delaware or any federal courts court sitting in the City State of New York, for Delaware in the adjudication of event any dispute hereunder arises out of this Limited Guaranty or the transactions contemplated by this Limited Guaranty, (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 or the transactions contemplated by this Limited Guaranty in connection herewith any court other than the Delaware Court of Chancery, any other court of the State of Delaware or therewithany federal court sitting in the State of Delaware, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably (iv) waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert in the laying of venue of any suit, action or proceeding, proceeding arising out of or relating to this Limited Guaranty and (v) agrees that each of the other parties shall have the right to bring any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in an inconvenient forum or the State of Delaware. Each of Parent, Acquisition Sub and the Company agrees that the venue of such suit, a final judgment in any action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLxx.

Governing Law; Consent to Jurisdiction. The corporate laws of All matters relating to the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the interpretation, construction, validity, validity and enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction) that would cause the application of the laws Legal Requirements of any jurisdictions jurisdiction other than the State of New YorkDelaware. Each party of the parties to this Agreement hereby irrevocably submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any Delaware State court in New Castle County, or Federal court of the state and federal courts United States of America, sitting within New Castle County in the City State of New YorkDelaware, for and any respective appellate court, in any action or proceeding arising out of or relating to this Agreement, the adjudication of any dispute hereunder or agreements delivered in connection herewith or therewithwith this Agreement, or with any transaction the transactions contemplated hereby or discussed hereinthereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceeding, proceeding except in such courts; (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in such Delaware State court or, to the extent permitted by applicable Legal Requirement, in such Federal court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by applicable Legal Requirement, the defense of lack of personal jurisdiction or an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such Delaware State or Federal court. Each party of the parties to this Agreement hereby 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 applicable Legal Requirement. Each of the parties to this Agreement hereby irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 9.02. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Legal Requirement.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all All issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement interpretation and interpretation enforceability of this Agreement Note, and all claims and disputes arising hereunder or in connection herewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware. Borrower, without giving effect and by its acceptance of this Note, Lender hereby agree and consent to any choice of law or conflict of law provision or rule (whether the jurisdiction of the State United States District Court for the District of New York or any other jurisdictions) that would cause Delaware, and in the application absence of the laws of any jurisdictions other than the State of New York. Each party such federal jurisdiction, hereby irrevocably submits agree and consent to be subject to the exclusive jurisdiction of the state and federal courts sitting located in the City of New YorkWilmington, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed hereinDelaware, and hereby irrevocably waiveswaive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of Borrower, and by its acceptance of this Note, Lender (i) waives the defense of inconvenient forum, (ii) agrees not to assert in commence any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction other proceeding arising out of this Note other than in any such court, that such suitand (iii) agrees that, action or proceeding is brought in an inconvenient forum or that to the venue extent permitted by applicable requirements of such suitlaw, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees suit or judgment or in any other manner provided by law, provided 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 any manner is effected upon such party as permitted by applicable law. EACH PARTY OF BORROWER, AND BY ITS ACCEPTANCE OF THIS NOTE, LENDER HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVELITIGATION, AND AGREES NOT ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH (I) THIS NOTE OR ARISING OUT THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, OR (II) THE ACTIONS OF THIS AGREEMENT SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE, OR ANY TRANSACTION CONTEMPLATED HEREBYENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES. The corporate laws Issuer and the Guarantor hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the State Borough of Delaware shall govern all issues concerning Manhattan in the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State City of New York in any action or proceeding arising out of or relating to the Notes, the Guarantees or this Indenture, and the Issuer and the Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waives, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Guarantor hereby irrevocably designates and appoints the Issuer, located at the address stated for the Issuer in its most recent filing with the Commission as its authorized agent (the “Authorized Agent”), as its agent for service of process in any other jurisdictions) suit, action or proceeding with respect to this Indenture, the Notes and the Guarantees and for actions brought under the U.S. federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in the City of New York and will submit to such jurisdiction. The Guarantor represents and warrants that would cause the application Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the laws filing of any jurisdictions other than and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the State Authorized Agent and written notice of New Yorksuch service to the Guarantor shall be deemed, in every respect, effective service of process upon the Guarantor. Each party In relation to any legal action or proceedings arising out of or in connection with this Indenture, the Notes and the Guarantees, the Issuer, any Guarantors and the Trustee hereby irrevocably submits submit to the non-exclusive jurisdiction of the U.S. federal and state and federal courts sitting in the Borough of Manhattan in the City of New York, for County and State of New York, United States of America. To the adjudication extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any dispute hereunder court or in connection herewith from any legal process with respect to itself or therewithits property, or with any transaction contemplated hereby or discussed herein, and it hereby irrevocably waiveswaives such immunity in respect of its obligations under each of this Indenture, the Notes and the Guarantees. In addition, the Issuer and any Guarantor irrevocably waives and agrees not to assert assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any such courtreason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding suit is improper, or that this Indenture, the Notes or the Guarantees or the subject matter hereof or thereof may not be enforced in such courts. Each party hereby irrevocably waives personal service of process The Issuer and consents to process being served any Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof to such party at suit on the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofjudgment or in any other manner provided by law. Nothing contained herein in this Section 11.07 shall be deemed to limit in any way any affect the right of the Trustee to serve legal process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or affect the right of the Trustee to bring any action or proceeding against the Issuer or any Guarantor or its property in the courts of any other jurisdictions.

Governing Law; Consent to Jurisdiction. The corporate This -------------------------------------- Agreement shall be deemed to have been executed, delivered and accepted in the State of Virginia and shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (as opposed to conflicts of law provisions) of the State of Delaware shall govern all issues concerning Virginia; the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party Borrowers hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consent to the jurisdiction of any state court within Virginia, or any federal court located within the Eastern District of the State of Virginia for any proceeding instituted hereunder or under any of the other Loan Documents, or arising out of or in connection with this Agreement or any of the other Loan Documents, or any proceeding to which the Lender and any Borrower is a party, including any actions based upon, arising out of, or in connection with any course of conduct, course of dealing, statement (whether oral or written) or actions of the Lender or the Borrower. The Borrower irrevocably agrees to be bound (subject to any available right of appeal) by any judgment rendered or relief granted thereby and further waives any objection that it may have based on lack of jurisdiction or improper venue or forum non conveniens to the conduct of any such court, proceeding. The Borrowers consent that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal all service of process and consents be made by registered or certified mail directed to process being served in any such suitBorrower at its address set forth herein, action or proceeding by mailing a copy thereof to such party at the address for such 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 so made shall be deemed to limit be completed upon the earlier of actual receipt thereof or three (3) days after deposit in any way any the United States mails, proper postage prepaid and properly addressed. Nothing in this section shall affect the right to serve legal process in any other 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlaw or affect the right to bring any action or proceeding against any Borrower or its property in the courts of any other jurisdiction.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. Signatures appear on the next page IN WITNESS WHEREOF, the parties hereto caused this Agreement to be duly executed as of the dates set forth below. (Name of Investor - please print) Number Of Units: By: _______________________________________ . Authorized Signature (Print): Xxxxxx Szantruczek Aggregate Consideration: $ . (Official Capacity or Title - please print) (Please print name of individual whose signature appears above if Paid by Delivery of: . different than the name of the Investor printed above.) Date the Subscription Agreement Signed by the ------------------------------------------------------------------- Investor:_ . Deliver the Subscribed for Units as set forth below: ------------------------------------------------------------------- (Investor's Address including Country of Residence) ------------------------------------------------------ (Name) ------------------------------------------------------------------- ------------------------------------------------------ (Telephone Number) (Facsimile No.) (Account Reference, if applicable) Register the Subscribed for Units as set forth below: ------------------------------------------------------ ------------------------------------------------------------------- (Address) (Name) ------------------------------------------------------------------- ------------------------------------------------------ (Account Reference, if applicable) (Telephone Number) (Facsimile No.) ------------------------------------------------------ ------------------------------------------------------------------- (Address) (Social Security Number or Tax ID)

Governing Law; Consent to Jurisdiction. The corporate This Agreement shall be -------------------------------------- subject to and governed by the laws of the State Commonwealth of Delaware shall govern all issues concerning the relative rights Virginia. Each of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally consents to submit to the exclusive jurisdiction of the state courts of the Commonwealth of Virginia and federal courts sitting of the United States of America, in each case located in the City of New YorkRoanoke or in the County of Roanoke, for any action, proceeding or investigation in any court or before any governmental authority ("Litigation") arising out of or relating to this Agreement and the adjudication transactions contemplated hereby and agrees that any such Litigation shall be brought in such courts. Each party further agrees that service of any dispute hereunder process, summons, notice or document by United States mail to his or its respective address set forth in connection herewith this Agreement shall be effective service of process for any Litigation brought against him or therewith, it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or with any transaction the transactions contemplated hereby in the courts of the Commonwealth of Virginia or discussed hereinthe United States of America, in each case located in the City of Roanoke or the County of Roanoke, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Litigation brought in any such suit, action or proceeding is court has been brought in an inconvenient forum forum. In the event of a legal or that arbitral dispute, claim or controversy arising out of this Agreement, the venue court or arbitrator, as the case may be, shall award reasonable expenses (including reimbursement of such suit, action or proceeding is improper. Each court costs and attorneys' fees and expenses) to the prevailing 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 to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYupon application therefor.

Governing Law; Consent to Jurisdiction. The corporate This Agreement will be construed in accordance with and governed by the laws of the State of Delaware shall govern all issues concerning the relative rights without regard to principles of the Company and its shareholdersconflicts of laws. All other questions concerning the construction, validity, enforcement and interpretation of Any judicial proceedings with respect to this Agreement shall be governed by the internal laws of brought in a federal or state court located in the State of New YorkDelaware, without giving effect to any choice and by execution and delivery of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each this Agreement, each party hereby submits, irrevocably submits to and unconditionally, the exclusive jurisdiction of such court and any related appellate court, irrevocably agrees to be bound by any judgment rendered thereby, and waives any objection to the state and federal courts sitting laying of venue in any such proceedings in such courts. The parties hereto agree that irreparable damage would occur in the City event that any of New Yorkthe provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. To the fullest extent permitted by law, for the adjudication parties hereto further agree that service of any dispute hereunder process, summons, notice or document by U.S. certified or registered mail to such party's address for notices as set forth in Section 8.1 shall be effective service of process in any action, suit or proceeding in the State of Delaware with respect to any maters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, including preliminary relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in connection herewith or therewith, or with equity. If any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in party shall institute any suit, action or proceedingproceeding to enforce the provisions hereof, any claim that it is not personally subject to the jurisdiction of any party against whom such court, that such suit, action or proceeding is brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy at law. The parties hereto hereby irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum or that and waive, to the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 way any right to serve process in any manner fullest extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUESTall rights to trial by jury in any action, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYproceeding or counterclaim (whether based upon contract, tort or otherwise) arising out of or relating to this Agreement or any of the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or conflict rules are not mandatorily applicable by statute and would require the application of law provision the laws of another jurisdiction). In addition, each party (i) irrevocably and unconditionally consents to submit itself to the exclusive jurisdiction of the United States District Court for the Southern District of New York or rule (whether any court of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City of New York, such district for the adjudication purposes of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding between any of the parties hereto arising out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat personal jurisdiction by motion or other request for leave from such court for any reason other than the failure to serve in accordance with the provisions of this Agreement, (iii) waives any claim of improper venue or any claim that it the United States District Court for the Southern District of New York or any courts of the State of New York located in such district is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suitfor any action, action suit or proceeding is improper. Each party hereby irrevocably waives personal service between any of process the parties hereto arising out of this Agreement or any transaction contemplated hereby, and consents (iv) agrees that it shall not bring any action relating to process being served this Agreement in any such suit, action or proceeding by mailing a copy thereof to such party at court other than the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofabove named courts. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law14. WAIVER OF JURY TRIAL. 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 PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR IN CONNECTION HEREWITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. 15. No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto without the prior written consent of the other Parties hereto and any attempt to do so shall be void, except for (i) assignments and transfers by operation of any laws and (ii) assignments of this Agreement or any of its rights hereunder by the ML Investor to Xxxxxxx Xxxxx Global Private Equity, Inc. or an affiliate of Xxxxxxx Xxxxx Global Private Equity, Inc. (which shall not require such prior written consent). Subject to the foregoing and Section 16 hereof, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns. 16.

Governing Law; Consent to Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether Laws of the State of New York (except to the extent that mandatory provisions of the Laws of Bermuda govern), without giving effect to its principles or any other jurisdictions) that rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would cause permit or require the application of the laws Laws of any jurisdictions other than the State of New Yorkanother jurisdiction. Each party hereby irrevocably of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the state and federal courts sitting Borough of Manhattan in the City of New YorkYork for any action, for proceeding or investigation in any court or before any Governmental Authority (“Litigation”) arising out of or relating to this Agreement and the adjudication transactions contemplated hereby. Each of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitsuch Litigation, action 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 5.11, that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 Litigation in any such suit, action or proceeding court is brought in an inconvenient forum or forum, that the venue of such suit, action 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 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 party hereby of the parties irrevocably waives personal service and unconditionally waives, to the fullest extent permitted by Applicable Law, any and all rights to trial by jury in connection with any Litigation arising out of process and consents or relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.