Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, Wyoming without regard to the principles of conflicts of law that would require or permit laws. Any action brought by either party against the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Warrant shall be commenced exclusively brought only in the state and courts of Miami, Florida, or in the federal courts sitting located in the City Southern District of New YorkFlorida. Each party The parties to this Warrant hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or with unenforceable under any transaction contemplated hereby applicable statute or discussed herein (including with respect rule of law, then such provision shall be deemed inoperative to the enforcement extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any of the Transaction Documents), 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 other provision of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceedingagreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Warrant 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the constructionThis Agreement, validityand all matters arising directly or indirectly from this Agreement, enforcement and interpretation of the Transaction Documents shall be governed by by, and construed and enforced interpreted in accordance with with, the laws of the State of New York, without regard giving effect to the principles of conflicts choice of law that would require provisions thereof. Any unresolved controversy or permit claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement or (ii) with respect to which a party seeks injunctive or other equitable relief, shall be submitted to arbitration by one arbitrator. In connection with any arbitration conducted pursuant to this Agreement, an arbitrator will be selected in accordance with the application rules of the laws American Arbitration Association (the “AAA”) then in effect. The arbitration proceedings shall take place in New York City, in accordance with the rules of the AAA then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other jurisdictiondepositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party agrees that all legal proceedings concerning will bear its own costs in respect of any disputes arising under this Agreement. The arbitrator shall be directed to award the interpretations, enforcement arbitrator’s compensation charges and defense the administrative fees of the transactions contemplated by AAA to the prevailing party. The parties knowingly and voluntarily agree to this arbitration provision and acknowledge that arbitration shall be instead of any civil litigation, meaning that the parties each are waiving any rights to a jury trial. Each of the parties to this Agreement consents to personal jurisdiction and venue for any equitable action sought in the United States District Court for the Southern District of New York and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively state court in the state State of New York that is located in New York County (and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal appropriate appellate courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of from any of the Transaction Documentsforegoing), 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the constructionThis Agreement must be construed, validityinterpreted, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State Commonwealth of New YorkMassachusetts without reference to rules relating to conflict of law. The Parties agree that the Federal Xxxxxxxxxxx Xxx, without regard 0 X.X.X. §0 et seq. and the American Arbitration Association’s National Rules for the Resolution of Employment Disputes (the “National Rules”) apply to the principles interpretation and enforcement of conflicts this Agreement. In case of law any controversy, dispute, or claim directly or indirectly arising out of or related to this Agreement, or the breach thereof, or relating to your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the Parties agree that would require any controversy or permit claim arising out of or relating to this Agreement, including the application arbitrability of the laws dispute itself, shall be settled by one arbitrator in accordance with the National Rules in effect at the time the arbitration demand is filed or such other rules as may be mutually agreed to by the Parties. The dispute will be arbitrated in Boston, Massachusetts, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 10(m) (other than as provided under the Confidentiality Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any other jurisdictionaward on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 10(m) will be final and binding and judgment upon the award may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 10(m). Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Confidentiality Agreement. The Company will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the Commonwealth of Massachusetts. Each party agrees will pay for its own costs and attorneys’ fees, if any, provided that all legal proceedings concerning the interpretationsarbitrator or court, enforcement as applicable, may award reasonable costs and defense expenses in favor of the transactions contemplated by this Agreement prevailing party. The Company and any other Transaction Documents (you agree that the decision as to whether brought against a party hereto is the prevailing party in an arbitration, or its respective affiliatesa legal proceeding that is commenced in connection therewith, directors, officers, shareholders, employees or agents) shall will be commenced exclusively made in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction sole discretion of the state and federal courts sitting in arbitrator or, if applicable, the City of New Yorkcourt. Any action, Borough of Manhattan, for the adjudication of any dispute hereunder suit or in connection herewith or with any transaction contemplated hereby or discussed herein (including other legal proceeding with respect to the enforcement of any equitable relief that is excluded from arbitration above must be commenced only in a court of the Transaction DocumentsCommonwealth of Massachusetts (or, if appropriate, a federal court located within the Commonwealth of Massachusetts), and hereby irrevocably waives, the Company and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject you each consent to the jurisdiction of such a court. With respect to any such courtcourt action, that the Parties hereto (i) submit to the personal jurisdiction of such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal courts; (ii) consent to service of process by the means specified under Section 10(a); and consents (iii) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to process being served in any such suitpersonal jurisdiction, action inconvenient forum, or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingprocess.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Limited Guarantee shall be interpreted, construed and governed by and construed and enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of Law principles of conflicts of law thereof that would require subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or permit arising out of or in any way relating to this Limited Guarantee shall be submitted to the application Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9. The place of arbitration shall be Hong Kong. The official language of the laws arbitration shall be English and the arbitration tribunal shall consist of any other jurisdictionthree arbitrators (each, an “Arbitrator”). Each party agrees that all legal proceedings concerning The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the interpretationsrespondent(s), enforcement irrespective of number, shall nominate jointly one Arbitrator; and defense a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the transactions contemplated arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliatesthe Rules, directors, officers, shareholders, employees or agents) such Arbitrator shall be commenced exclusively in appointed promptly by the state and federal courts sitting in the City of New YorkHKIAC. Each party hereby irrevocably submits The arbitration tribunal shall have no authority to the exclusive jurisdiction award punitive or other punitive-type damages. The award of the state arbitration tribunal shall be final and federal courts sitting in binding upon the City disputing parties. Any party to an award may apply to any court of New York, Borough competent jurisdiction for enforcement of Manhattansuch award and, for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of such award, the Transaction Documents), parties irrevocably and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such court, that such suit, action or proceeding is improper enforcement based on lack of personal jurisdiction or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingforum.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of New YorkYork (except that the NRS shall govern (a) the internal affairs of the Company and Merger Sub and any other entities that are organized and existing under the Laws of the State of Nevada, including the fiduciary duties of the directors and officers thereof, (b) the Merger, and (c) all other provisions of, or transactions contemplated by, this Agreement, or any other matters, to which the NRS mandatorily applies), without regard giving effect to the any applicable principles of conflicts conflict of law laws that would require or permit cause the application Laws of another jurisdiction to govern this Agreement. Each of the laws of any other jurisdiction. Each party parties hereto irrevocably agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any Action 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 hereunder brought by the other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees successors or agents) assigns shall be commenced exclusively brought and determined in any federal court located in the state and federal courts sitting Borough of Manhattan, in the City 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 or the New York State Supreme Court Commercial Division in and for New York County, New York. Each of Manhattan, for the adjudication parties hereto agrees that mailing of process or other papers in connection with any dispute hereunder such Action in the manner provided in Section 9.02 or in connection herewith or such other manners as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any transaction contemplated hereby or discussed herein (including with such Action for itself and in respect of its property, generally and unconditionally, to the enforcement personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transaction Documents), and hereby Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suitAction with respect to this Agreement and the rights and obligations arising hereunder, action or proceeding, for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at reason other than the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right failure to serve process in accordance with this Section 9.08, (ii) any manner claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce applicable Law, any provisions of claim that (x) the Transaction Documents, then the prevailing party Action in such action or proceeding shall be reimbursed by court is brought in an inconvenient forum, (y) the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution venue of such action Action is improper or proceeding(z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Dispute Resolution. All questions concerning This Agreement and the construction, validity, enforcement and interpretation rights of the Transaction Documents parties hereunder shall be governed by and construed and enforced interpreted in accordance with the laws of the State of New YorkWashington, without regard excluding its laws relating to the principles of conflicts of law that would require laws. The parties to this Agreement shall try to come to a settlement of any dispute, controversy or permit claim arising out of or relating to this Agreement, or the application breach, termination or validity thereof. If the parties fail to settle any such matter, such matter shall be finally settled in accordance with the Commercial Rules of Arbitration of the laws American Arbitration Association in effect at the time, and judgment upon the award rendered may be entered in any court of any other competent jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense The award of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought arbitrator(s) may include compensatory damages against a either party hereto but under no circumstances may the arbitrator(s) award punitive or its respective affiliates, directors, officers, shareholders, employees or agents) multiple damages against either party. Arbitration proceedings shall be commenced exclusively conducted in the state and federal courts sitting in the City of Buffalo, New York. Each party hereby irrevocably submits The parties agree not to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of institute any dispute hereunder litigation or proceedings against either other in connection herewith or with this Agreement except as provided in this Article. In no event shall such an arbitration award include any transaction contemplated award of punitive damage and the parties hereby or discussed herein (including with respect waive the right to recover punitive damages. ALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A DISPUTE UNDER THIS PROVISION ARE CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY AND SHALL NOT BE ADMITTED IN ANY COURT OR OTHER FORUM AS AN ADMISSION OR OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL AND STATE COURT RULES. The parties agree to toll any applicable statutes of limitations during the enforcement pendency of any of the Transaction Documents), above dispute resolution proceedings. Nothing in this Paragraph will prevent any party from seeking injunctive relief in a judicial proceeding if interim relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and hereby irrevocably waives, and agrees not irreparable injury to assert in any suit, action that party or proceeding, any claim that it is not personally subject others. The parties shall continue to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it perform all obligations under this Agreement and agrees that such service shall constitute good and sufficient service pending the above-described dispute resolution proceedings, subject to full reservation 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action at law or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingunder this Agreement.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by interpreted and construed and enforced in accordance with the substantive laws (excluding its conflicts of law and choice of law provisions) of the State of New YorkYork and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, without regard touching upon or relating to this Agreement, the principles of conflicts of law that would require or permit breach thereof and/or the application scope of the laws provisions of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Section13.11 shall be commenced exclusively submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the state and federal courts sitting matter in the City of New York. Each party hereby irrevocably submits dispute is $250,000 or less, to the exclusive jurisdiction of the state and federal courts sitting be held in the City of New York, Borough New York, before a single arbitrator who shall be a retired judge, in accordance with New York Civil Practice Law & Rules Section 7501 et seq. The arbitrator shall be selected by mutual agreement of Manhattanthe parties or, for if the adjudication parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. Notwithstanding the foregoing, if any dispute hereunder action or proceeding arising under or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service alleges the infringement of process and notice thereof. Nothing contained herein shall be deemed either party’s intellectual property rights, each party to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by will have the other party for its reasonable attorneys’ fees right to opt out of arbitration and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of have such action heard in the applicable federal or proceedingstate court in New York, New York. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARTICLE, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of New YorkMaryland applicable to contracts executed in and to be performed in that State, without regard and the MGCL, specifically, shall govern with respect to the principles Merger and those provisions set forth herein that are required to be governed by it. All actions and proceedings arising out of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by relating to this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced heard and determined exclusively in the state and federal courts sitting a court of competent jurisdiction located in the City of New YorkOrange County, California. Each party The parties hereto hereby irrevocably submits (a) submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, any such court for the adjudication purpose of any dispute hereunder Action arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)party hereto, and hereby (b) irrevocably waiveswaive, and agrees agree 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 that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or proceeding is improper that this Agreement or inconvenient venue for such proceedingthe transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each Without limiting the foregoing, each party hereby irrevocably waives personal agrees that 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 on such party at the address as provided in effect for notices Section 9.02 as to it under this Agreement and agrees that such service giving notice hereunder shall constitute good and sufficient be deemed effective service of process and notice thereofon such party. Nothing contained herein shall be deemed If a dispute arises out of or relates to limit this Agreement, the parties agree first to try in any way any right good faith to serve process in any manner permitted settle the dispute by lawmediation before resorting to arbitration or litigation. The parties hereby waive all rights to agree that the mediator shall be chosen no later than thirty (30) days after the submission of a trial claim by juryeither party. If either party the parties cannot agree on the selection of a mediator, one shall commence an action or proceeding to enforce any provisions be selected by the American Arbitration Association. The fees and expenses of the Transaction Documents, then the prevailing party in such action or proceeding mediator shall be reimbursed borne equally by the parties. If the controversy is not resolved through mediation in accordance with the foregoing, the parties agree that any controversy or claim arising out of or relating to this Agreement shall be determined by binding arbitration that shall be subject to and shall be conducted by a single arbitration in accordance with the United States Arbitration Act. The arbitrator shall have authority to award damages and grant other party for its reasonable attorneys’ relief he deems appropriate. The arbitrator shall give effect to statues of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable, shall be determined by the arbitrator. Judgment upon the arbitration award may be entered in any court having jurisdiction. The fees and other costs expenses of arbitrator and expenses reasonably incurred in connection with AAA shall be borne equally by the investigation, preparation and prosecution of such action or proceedingparties.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, Delaware (without regard reference to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdictionprovisions thereof). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents The parties (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agentsa) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits and unconditionally submit to the exclusive jurisdiction of the state courts of Delaware and federal courts sitting to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the City state courts of New York, Borough of Manhattan, Delaware or the United States District Court for the adjudication District of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)Delaware, and (c) hereby irrevocably waiveswaive, and agrees agree 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 subject personally subject to the jurisdiction of any such courtthe above-named courts, that such its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under that this Agreement and agrees that or the subject matter hereof may not be enforced in or by such service shall constitute good and sufficient service of process and notice thereofcourt. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawWAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. The parties hereby waive all rights to a trial by juryTHE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. If either party shall commence an action or proceeding to enforce any provisions of the Transaction DocumentsTHIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Dispute Resolution. All questions concerning (a) Any controversy or claims arising out of or relating to either Party’s performance under this Agreement, the constructionParties’ inability to agree on any provision to be agreed upon or the interpretation or effectiveness of this Agreement shall upon the written request of either Party be referred to the Project Manager at LTS and the Vice President for Product Development of BDSI for resolution. The LTS Project Manager and the Vice President for Product Development of BDSI shall promptly meet, validityin person or by telephone, enforcement and interpretation in good faith attempt to resolve the controversy, claims or issues referred to them. If no resolution has been achieved within *** of such request, the Transaction Documents chief executive officers of BDSI and LTS or their designees shall discuss the matter in good faith and use commercially reasonable efforts to resolve the dispute. If such chief executive officers or their designees cannot resolve the matter within *** of such request, either Party shall be governed by and construed and enforced free to commence proceedings to resolve the dispute in accordance with the laws following arbitration procedure. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the State International Chamber of New YorkCommerce (“ICC”) by one or more referees or arbitrators appointed in accordance with said Rules of Arbitration. Any Party to this Agreement shall also have the right to have recourse to, without regard to and shall be bound by, the principles of conflicts of law that would require or permit the application Pre-Arbitral Referee Procedure of the laws ICC in accordance with its Rules for a Pre-Arbitral Referee Procedure, including without limitation any order of any other jurisdictiona single referee for preliminary injunction. Each party agrees that all legal proceedings concerning Any arbitration pursuant to this Section 3 shall be conducted in the interpretationsEnglish language and shall be held in Toronto (Ontario, enforcement and defense Canada). The decisions of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto referee or its respective affiliates, directors, officers, shareholders, employees or agentsarbitrator(s) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits rendered to the exclusive jurisdiction of the state and federal courts sitting Parties in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)writing, 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawfinal and binding. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably of the referee or arbitrator(s) shall be borne equally by the Parties, but each Party shall bear its own expenses incurred in connection with the investigation, preparation and prosecution of such action proceedings. The referee or proceedingarbitrator(s) shall have no authority to award punitive damages.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdictionthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard reference to the principles of conflicts choice of law rules that would require or permit cause the application of the laws law of any other jurisdiction. Each party agrees that all legal proceedings concerning You and the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby Company 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject submit to the jurisdiction of any state or federal court sitting in or for the State of New York with respect to any dispute arising out of or relating to this Letter Agreement, and you and the Company irrevocably agree that all claims in respect of such court, that such suit, action dispute or proceeding is improper shall be heard and determined in such courts. You and the Company hereby irrevocably waive, to the fullest extent permitted by law, any objection that you or the Company may now or hereafter have to the venue of any dispute arising out of or relating to this Letter Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient venue forum for the maintenance of such dispute or proceeding. Each party hereby irrevocably waives personal service of process You and consents to process being served the Company agree that a judgment in any such suit, action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right other manner provided by law. You and the Company hereby irrevocably and unconditionally waive, to serve process in any manner the fullest extent permitted by law. The parties hereby waive all rights , any right you or the Company may have to a trial by juryjury in respect of any litigation as between you and the Company directly or indirectly arising out of, under or in connection with this Letter Agreement or the transactions contemplated hereby or disputes relating hereto. If either party shall commence an action Each of you and the Company certify that no representative, agent or proceeding to enforce any provisions attorney of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and has represented, expressly or otherwise, that such other costs and expenses reasonably incurred party would not, in connection with the investigationevent of litigation, preparation and prosecution of such action or proceedingseek to enforce the foregoing waivers.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State Commonwealth of New YorkMassachusetts, without regard USA, except that no conflict of laws provision shall be applied to the principles of conflicts of law that would require or permit the application of make the laws of any other jurisdictionjurisdiction applicable to this Agreement. Each party agrees The Parties agree to perform the terms of this Agreement in good faith, and to attempt to resolve any controversy, claim or dispute arising hereunder in good faith and solely in accordance with this Section 19.04. If either Party believes that all legal proceedings concerning a dispute has arisen under this Agreement that has not been satisfactorily resolved by the interpretationsSteering Committee after at least 30 days of discussion shall so notify the other Party. Upon such notification, enforcement and defense the Chief Executive Officers of both Parties shall then attempt to resolve the dispute in good faith for a period of an additional 60 days. If the dispute is not resolved as a result of such discussions, it shall be submitted to binding arbitration in Boston, Massachusetts, U.S.A. to be conducted in accordance with the Arbitration Rules of the transactions contemplated American Arbitration Association ("AAA"); provided however, that nothing in this Section 19.04 shall be construed to preclude either Party from seeking provisional remedies, including, but not limited to, temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction, in order to protect its rights pending arbitration, but such preliminary relief shall not be sought as a means of avoiding arbitration. Any arbitration hereunder shall be submitted to an arbitration tribunal made up of three (3) members experienced in or knowledgeable of the biotechnology and pharmaceutical industries, one of whom shall be selected by this Agreement Nycomed, one of whom shall be selected by Acusphere, and one of whom shall be selected by the other two arbitrators. All arbitration proceedings shall be conducted in English. The order or award of the arbitrators shall be final and may be enforced in any court of competent jurisdiction in the Territory or the United States. The prevailing Party in any legal or arbitration action brought by one Party against the other shall be entitled, in addition to any other Transaction Documents rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorneys' fees. The Parties shall have the right of limited prehearing discovery, including (whether brought against a party hereto or its respective affiliatesi) exchange of witness lists, directors(ii) exchange of documentary evidence and reasonably related documents, officers, shareholders, employees or agents(iii) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)written interrogatories, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally (iv) subject to the jurisdiction reasonable discretion of the arbitrators and upon good cause shown depositions under oath of any such courtwitnesses who are to be called to testify at the arbitration hearing. As soon as the discovery is concluded, the arbitrators shall hold a hearing in accordance with the aforesaid AAA rules. Notwithstanding the foregoing, any dispute regarding any intellectual property rights, or the confidentiality obligations contained in Article XI hereof shall not be subject to arbitration as set forth herein, except to the extent that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents dispute relates to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (Acusphere's compliance with evidence of delivery) to such party at its obligations under the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingIntellectual Property Strategy.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, York (without regard giving effect to the principles of conflicts conflict of law that would require laws). All disputes arising out of this Agreement or permit the application alleged breach of it shall be resolved and adjudicated in the Federal, State or City Courts located in New York County. Each of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party parties hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of said courts and waives its rights to have disputes arising out of this Agreement adjudicated in any other forum. Notwithstanding the state and federal courts sitting in foregoing, any dispute regarding whether or not Delivery has been effected shall be submitted to arbitration pursuant to the City IFTA Rules of New York, Borough of Manhattan, for Arbitration. In the adjudication event of any dispute hereunder relating to the subject matter hereof, Licensor’s sole remedy shall be to pursue an action at law for money damages (or in connection herewith or with any transaction contemplated hereby or discussed herein (including arbitration with respect to Delivery disputes), and Licensor agrees that Licensor shall nor seek or be entitled to enjoin the enforcement distribution, advertising or exploitation of any Picture or the exercise of any of the Transaction DocumentsRight granted herein or terminate or rescind this Agreement. With respect to any breach of this Agreement (other than delivery breaches which shall be governed pursuant to Paragraph 9(b)), neither party shall be in breach of this Agreement until they have received written notice from the non-breaching party and hereby irrevocably waivesbeen given a 15 business day opportunity to cure following receipt of such written notice. No failure on the part of Licensor or TWC to exercise, and agrees not to assert no delay in any suit, action or proceedingexercising, any claim that it is right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not personally exclusive or in limitation of any other right or remedy provided at Law or in equity except as otherwise provided for herein. Notwithstanding anything to the contrary, this Paragraph shall be subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process terms and consents to process being served in any such suit, action or proceeding conditions set forth on Schedule 6 (attached hereto and incorporated herein by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingreference).

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with with, and governed in all respects by, the internal laws of the State of New York, Delaware (without regard giving effect to the principles of conflicts of law that would require or permit the application laws). Each of the laws parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretationsDelaware state court, enforcement and defense each of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself 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 with any transaction contemplated hereby or discussed herein (including with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the enforcement of any transactions contemplated hereby. Each of the Transaction Documents)parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or inconvenient venue for (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such proceedingcourts. Each party hereby irrevocably waives personal service of process Notwithstanding the foregoing, the parties agree that disputes with respect to the matters referenced in Section 2.7 and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein Section 2.8 shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed resolved by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingAccounting Referee as provided therein.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by interpreted and construed and enforced in accordance with the substantive laws (excluding its conflicts of law and choice of law provisions) of the State of New YorkYork and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, without regard touching upon or relating to this Agreement, the principles of conflicts of law that would require or permit breach thereof and/or the application scope of the laws provisions of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Article 21 shall be commenced exclusively submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the state and federal courts sitting matter in the City of New York. Each party hereby irrevocably submits dispute is $250,000 or less, to the exclusive jurisdiction of the state and federal courts sitting be held in the City of New York, Borough New York, before a single arbitrator who shall be a retired judge, in accordance with New York Civil Practice Law & Rules Section 7501 et seq. The arbitrator shall be selected by mutual agreement of Manhattanthe parties or, for if the adjudication parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. Notwithstanding the foregoing, if any dispute hereunder action or proceeding arising under or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service alleges the infringement of process and notice thereof. Nothing contained herein shall be deemed either party’s intellectual property rights, each party to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by will have the other party for its reasonable attorneys’ fees right to opt out of arbitration and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of have such action heard in the applicable federal or proceedingstate court in New York, New York. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARTICLE, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the construction, The validity, enforcement construction and interpretation enforceability of this Agreement and the Transaction Documents resolution of disputes arising out of and relating to this Agreement and all related agreements, collectively or separately, shall be governed by and construed and enforced in accordance with the laws of the State of New York, York without regard to conflicts of laws or choice of law provisions thereof and without regard to the principles United Nations Convention on Contracts for the International Sale of conflicts Goods. The parties shall attempt to resolve all disputes between the parties arising out of law that would require or permit relating to this Agreement amicably through good faith discussions upon the application of the laws written request of any other jurisdictionparty. Each party agrees In the event that all legal proceedings concerning any such dispute cannot be resolved thereby within a period of [*] ([*]) [*] after such notice has been given (the interpretationslast day of such [*] ([*]) [*] period being herein referred to as the “Arbitration Date”), enforcement such dispute shall be finally settled by binding arbitration in New York, New York, and defense of using the transactions contemplated by this Agreement and any other Transaction Documents English language in accordance with the JAMS International Arbitration Rules then in effect (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) the “Rules”). Arbitration shall be commenced exclusively by filing a Request for Arbitration in accordance with the Rules within [*] ([*]) [*] of the Arbitration Date. A party’s failure to timely file a Request for Arbitration in accordance with this Section 23.1 shall constitute a waiver and release of the claim or dispute at issue. Following the filing of the Request for Arbitration, the parties shall attempt to mutually agree on one or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes in the state pharmaceutical industry, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and federal courts sitting identity of the arbitrators within [*] ([*]) [*] following the filing of the Request for Arbitration, then a single arbitrator shall be selected on an expedited basis in accordance with the Rules, provided that any arbitrator so selected shall have substantial experience in resolving complex commercial contract disputes in the City pharmaceutical industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of New York. Each party hereby irrevocably submits arbitration (including service fees, arbitrator fees and all other fees related to the exclusive jurisdiction of arbitration) in such equitable manner as the state and federal courts sitting arbitrator(s) may determine. The prevailing party in the City arbitration shall be entitled to receive reimbursement of New Yorkits reasonable expenses (including reasonable attorneys’ fees, Borough of Manhattan, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for the adjudication judicial acceptance of any dispute hereunder or award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the enforcement of any of the Transaction Documentsarbitrator(s), provided that a permanent injunction and hereby irrevocably waives, and agrees not to assert in damages shall only be awarded by the arbitrator(s). 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documentsrights under this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable entitled to recover costs and attorneys’ fees fees. For all purposes of this Section 23.1, the parties consent to exclusive jurisdiction and other costs venue in the United States federal courts located in New York, New York. For the avoidance of doubt, the validity, construction, and expenses reasonably incurred in connection with enforceability of this Agreement and the investigationresolution of disputes arising out of and relating to this Agreement and any related agreements, preparation and prosecution of such action collectively or proceedingseparately, shall be governed solely by this Section 23.1.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New YorkJersey, without regard to the principles of conflicts choice of law that would require or permit the application principles thereof. Each of the laws parties agrees that any dispute between the parties shall be resolved only in the courts of the State of New Jersey or the United States District Court for the District of New Jersey and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Consultant’s service relationship with the Company or any affiliate, or for the recognition and enforcement of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretationsjudgment in respect thereof (a “Proceeding”), enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New YorkJersey, Borough the court of Manhattan, the United States of America for the adjudication District of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement New Jersey, and appellate courts having jurisdiction of appeals from any of the Transaction Documents)foregoing, and hereby irrevocably waivesagrees that all claims in respect of any such Proceeding shall be heard and determined in such New Jersey State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Consultant or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to assert in any suitplead or claim the same, action or proceeding(c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, any claim TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONSULTANT’S SERVICE RELATIONSHIP WITH THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE CONSULTANT’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding Proceeding may be effected by mailing a copy thereof via of such process by registered or certified mail (or overnight delivery (with evidence any substantially similar form of delivery) mail), postage prepaid, to such party at the Consultant’s or the Company’s address as provided in effect for notices to it under Section 11 hereof, and (e) agrees that nothing in this Agreement and agrees that such service shall constitute good and sufficient affect the right to effect 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 lawthe laws of the State of New Jersey. The parties hereby waive all rights to a trial by jury. If either Each party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party responsible for its reasonable attorneys’ own legal fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingany dispute hereunder.

Governing Law; Dispute Resolution. All questions concerning Except to the constructionextent that the laws of another jurisdiction must govern any aspect of the transactions contemplated hereby, the validity, enforcement construction and interpretation enforceability of the Transaction Documents this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, York (as permitted by Section 5-1401 of the General Obligations Law) without regard giving effect to the principles of conflicts any choice of law rule that would require or permit cause the application of the laws of any jurisdiction other jurisdiction. Each party agrees that all legal proceedings concerning than the interpretations, enforcement and defense internal laws of the transactions contemplated by State of New York to the rights and duties of the parties. All disputes between the Parties arising out of this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively settled by the Parties amicably through good faith discussions upon the written request of any Party. In the event that any such dispute cannot be resolved thereby within a period of 60 days after such notice has been given, such dispute shall be finally settled by arbitration administered by the American Arbitration Association in New York, New York, using the English language, and under its International Arbitration Rules. The arbitration panel may grant specific performance, and to allocate between the Parties the costs of arbitration in such equitable manner as the panel may determine. The prevailing Party in the state arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and federal courts sitting an order of enforcement, as the case may be. Notwithstanding the foregoing, any Party shall have the right to institute a legal action in the City a court of New Yorkproper jurisdiction for injunctive relief or a decree for specific performance pending final settlement by arbitration. Each party hereby irrevocably submits Subject to the foregoing the Parties hereto consent to the non-exclusive jurisdiction of the state and federal courts sitting any New York State or Federal Court of competent jurisdiction in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)New York City, 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 court having jurisdiction of any such court, that such suit, appeal therefrom in any action or proceeding is improper arising out of or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingAgreement.

Governing Law; Dispute Resolution. All questions concerning THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES; PROVIDED, HOWEVER, THAT THE BANKRUPTCY COURT SHALL RETAIN EXCLUSIVE JURISDICTION AS TO ALL MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY UNTIL THE CLOSING OR SUCH TIME THEREAFTER AS REQUIRED BY THE CODE. The parties each agree to attempt in good faith to resolve any controversy, claim or dispute arisin out of or relating to the constructionAgreement, validityor breach thereof (hereinafter collectively referred to as a "Dispute"). In the event such negotiations fail, enforcement the Dispute shall first be submitted for initial fact-finding mediation to a neutral third party reasonably acceptable to both the Sellers, on the one hand, and interpretation the Purchaser, on the other, in Colorado or at such other place as the parties mutually agree. Such mediator shall be selected within thirty (30) days of written notice by either party to the other demanding such fact-finding mediation. In the event that the Sellers and the Purchaser cannot resolve the Dispute within sixty (60) days of the Transaction Documents initial demand for such fact-finding mediation, the Sellers and the Purchaser each reserve the right to demand, within 30 days thereafter, that the Dispute be submitted to arbitration. Either party may initiate an arbitration proceeding by a request in writing submitted to the other party. Thereupon, the Dispute shall be settled by arbitration in accordance wit the American Arbitration Association which shall appoint three (3) arbitrators, one of which shall be selected by the Sellers, one by the Purchaser, and the third by the arbitrators selected by the parties (the "Arbitrators"). The arbitration shall be governed by and construed and enforced in accordance with the laws Commercial Arbitration Rules of the State of New YorkAmerican Arbitration Association. The award rendered by the Arbitrators shall be final and enforcement upon the award may be entered by any court having jurisdiction thereof. The arbitration shall be conducted in Denver, without regard Colorado or at such other place as the parties mutually agree. The Arbitrators shall award reasonable attorney's fees to the principles prevailing party. Subject to the foregoing, the costs of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) such fact-finding mediation and/or arbitration shall be commenced exclusively borne equally by the Sellers and the Purchaser. Notwithstanding anything in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits this Section 14.9 to the exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkcontrary, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding may seek injunctive relief to enforce any provisions non-competition or confidentiality obligations of the Transaction Documentsother party. NOTWITHSTANDING THE FOREGOING, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingTHE DISPUTE RESOLUTIONS SET FORTH HEREIN ARE EXPRESSLY SUBJECT TO THE PROVISIONS OF THE CODE.

Governing Law; Dispute Resolution. All questions concerning This Agreement is made and is to be performed under the construction, validity, enforcement and interpretation laws of the Transaction Documents State of New York and shall be governed by and construed and enforced in accordance with said law, excluding any principles of any conflicts of laws or other rule of law that would result in the application of the law of any jurisdiction other than the laws of the State of New York. Client, without regard Administrative Purchaser and Purchaser expressly submit and consent to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City County of New York, Borough State of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including New York with respect to any controversy arising out of or relating to this Agreement or any Other Agreement amendment or supplement thereto or to any transactions in connection therewith. Client, Administrative Purchaser and Purchaser irrevocably waive all claims, obligations and defenses that Client, Administrative Purchaser or Purchaser, as applicable, may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Nothing herein shall limit the enforcement right of Administrative Purchaser or Purchaser to bring proceedings against Client in any other court. Each of the Transaction Documents), and parties to this Agreement 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of any summons or complaint or other process and consents or papers to process being served be issued in any such suit, action or proceeding involving any such controversy and hereby agrees that service of such summons or complaint or process may be made by mailing a copy thereof via registered or certified mail (a) if to the Client, then to Client’s address appearing on the signature page hereto, with a copy to Industrial Opportunity Partners, LLC, 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: J. Xxxx Xxxx, and (b) if to the Administrative Purchaser or overnight delivery (with evidence of delivery) any Purchaser, then to such party at party’s address appearing on the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingsignature page hereto.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Debenture shall be governed by and construed and enforced in accordance with the laws of the State of New York, Delaware without regard to the principles its conflict of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New Yorkprinciples. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkWilmington, Borough of Manhattan, Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)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 improper brought in an inconvenient forum or inconvenient that the venue for of such proceedingsuit, 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 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 Debenture 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigationAND AGREES NOT TO REQUEST, preparation and prosecution of such action or proceedingA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS DEBENTURE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement is to be governed by and construed and enforced in accordance with and governed by the internal laws of the State of New York, Delaware without regard giving effect to the principles of conflicts any choice of law rule that would require or permit cause the application of the laws of any jurisdiction other jurisdiction. Each party agrees that all legal proceedings concerning than the interpretations, enforcement and defense internal laws of the transactions contemplated by State of Delaware to the rights and duties of the Parties. Any claim or controversy arising out of or relating to this Agreement must be submitted to and settled as set forth in this Section. If any Party to this Agreement alleges that any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits Party 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement has breached any of the Transaction Documentsterms of this Agreement, then the Party alleging breach will inform the other Party of such breach in writing. Upon receipt of such notice, the allegedly non-performing Party will have 30 days to cure the alleged breach. If the parties do not agree that effective cure has been accomplished by the end of the 30-day period, then upon written request of any Party, a senior manager from each Party will meet in person in Wilmington, Delaware and confer in good faith to resolve the dispute within 15 days of the expiration of the prior 30-day period. If after the above procedure the dispute remains unresolved, either Party may submit the dispute to the American Arbitration Association (“AAA”) for binding arbitration in accordance with the AAA’s Commercial Arbitration Rules then in effect, as amended by this Agreement. The law applicable to the arbitration, including the administration and enforcement thereof, is the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended from time to time. The arbitration shall be conducted in Wilmington, Delaware. The cost of the arbitration, including the fees and expenses of the arbitrator(s), will be shared equally by the Parties, with each Party paying its own attorneys’ fees. The arbitrator(s) will be chosen in accordance with the AAA’s Commercial Arbitration Rules then in effect and hereby irrevocably waiveswill have the authority to apportion liability between the Parties, including the authority to award either Party the right to recover all or a portion of its costs and expenses of such arbitration from the other Party. The arbitration award will be presented to the Parties in writing, and agrees not to assert in any suitupon the request of either Party, action or proceeding, any claim that it is not personally subject to the jurisdiction will include findings of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service fact and conclusions of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to award may be confirmed and enforced in any court of competent jurisdiction. Any post-award proceedings will be governed by the Federal Arbitration Act. Nothing in this Section shall preclude either Party from seeking interim equitable relief in the form of a trial temporary restraining order or preliminary injunction. A request by jury. If either party a Party of a court for interim equitable relief shall commence an action or proceeding to enforce any provisions not be deemed a waiver of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingobligation to arbitrate hereunder.

Governing Law; Dispute Resolution. All questions concerning Except for matters arising out of Section 8.1, as provided in Section 8.2, and except where it is pursuant to the constructionterms of this Agreement entitled to injunctive relief, validityprior to commencing any litigation in connection with this Agreement, enforcement and interpretation each party hereto shall use commercially reasonable efforts to cause its chief executive officer to confer with the chief executive officer of the Transaction Documents other party hereto for a period of at least 30 days, and each party hereto shall be governed by and construed and enforced in accordance use its commercially reasonable efforts to resolve such dispute. During such 30-day period, the party seeking to commence such litigation shall attend no fewer than three (3) full business days of meetings at the other party’s principal executive offices. Only after compliance with the laws provisions of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdictionthis Section 17.8 may a party hereto commence an action in connection with this Agreement. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware and of any Delaware state and federal courts court sitting in the City County of New YorkCastle, Borough State of Manhattan, Delaware for purposes of all legal proceedings arising out of or relating to this agreement or the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby hereby. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court 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 courtproceeding brought in such a court has been brought in an inconvenient forum, and the parties hereto irrevocably agree that all such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein proceedings shall be deemed to limit heard and determined in any way any right to serve process in any manner permitted by lawsuch a Delaware state or federal court. The parties hereby waive all rights consent to a trial by jury. If either party shall commence an action and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or proceeding to enforce other papers in connection with any provisions of the Transaction Documents, then the prevailing party in such action or proceeding in the manner provided in Section 17.3 or in such other manner as may be permitted by law shall be reimbursed by the other valid and sufficient service thereof. Each party for will continue to perform its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigationobligations under this Agreement during any dispute, preparation and prosecution of such action or proceedingincluding without limitation paying any undisputed amounts due hereunder.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard Subject to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretationsarbitration provision herein, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting located in Xxxxx County, Florida (collectively, the City “Designated Courts”) shall have exclusive jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with the Agreement and, by execution and delivery of New York. Each party hereby irrevocably submits the Agreement, each of Licensee and Club submit to the exclusive jurisdiction of the state Designated Courts, including the in personam jurisdiction of those Designated Courts, waives any objection to such jurisdiction on the grounds of venue or forum non conveniens or the absence of in personam jurisdiction and federal courts sitting any similar grounds, consents to service of process by mail (in accordance with Section 15(a) or any other manner permitted by applicable laws, rules and legal requirements), and irrevocably agrees to be bound by any judgment rendered thereby, subject to all applicable rights of appeal. So far as permitted under applicable laws, rules and legal requirements, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in the City of New Yorkmanner specified in this Section 19 or as otherwise permitted by applicable laws, Borough of Manhattanrules and legal requirements, for the adjudication of any dispute hereunder shall be necessary in order to confer personal jurisdiction over Licensee or Club in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and Designated Courts. Each party agrees that any final judgment against it from which it has not to assert or may not appeal or further appeal in any suit, action or proceedingproceeding brought in a Designated Court of competent subject matter jurisdiction may, so far as permitted under law, be enforced in the courts of any claim that it jurisdiction of which such party is not personally subject by a suit upon such judgment. Service of process upon a party shall be sufficient if made by delivery of service to the jurisdiction chief executive officer or president of that entity. Nothing in this Section 19 shall affect the right of any such courtparty to serve legal process in any other manner sufficient under applicable laws, that such suit, action or proceeding is improper or inconvenient venue for such proceedingrules and legal requirements. Each party hereby irrevocably waives personal service of process and consents further agrees that it shall not commence any legal action against any other party relating to process being served or arising under the Agreement in any court that is not one of the Designated Courts, unless the Designated Courts shall have determined that they lack subject matter jurisdiction to hear such suitaction. LICENSEE AND CLUB EACH HEREBY WAIVE, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, RULES AND LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. The parties hereby waive all rights expressly acknowledge and agree that any dispute, claim or controversy arising out of or relating to a trial by jury. If either party shall commence an action the Agreement or proceeding to enforce any provisions the breach, termination, enforcement, interpretation or validity thereof, including the determination of the Transaction Documentsscope or applicability of this agreement to arbitrate, then the prevailing party in such action or proceeding shall be reimbursed resolved exclusively by the other party for final and binding arbitration in Jacksonville, Florida. The arbitration shall be administered by AAA pursuant to its reasonable attorneys’ fees Comprehensive Arbitration Rules and other costs Procedures and expenses reasonably incurred in connection accordance with the investigation, preparation and prosecution Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of such action arbitration from a court of appropriate jurisdiction. This Section 19 shall survive termination or proceedingexpiration of this Agreement.

Governing Law; Dispute Resolution. All questions concerning The parties acknowledge that the constructionCompany is a Delaware limited liability company, validityand that the Purchase Agreement is governed by Delaware law. Therefore, enforcement this Employment Agreement and interpretation the grants of the Transaction Documents shall Equity Awards will be governed by and construed and enforced in accordance with the subject to laws of the State of New YorkDelaware, without regard to the principles of conflicts its choice of law that would require or permit the application principles. Each of the laws parties agrees that any dispute between the parties will be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (i) submits in any proceeding relating to this Employment Agreement or Executive’s employment by any member of the Company Group, or for the recognition and enforcement of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretationsjudgment in respect thereof (each, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates“Proceeding”), directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New YorkDelaware, Borough the courts of Manhattan, the United States of America for the adjudication District of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement Delaware, and appellate courts having jurisdiction of appeals from any of the Transaction Documents)foregoing, and hereby irrevocably waivesagrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State Court or, to the extent permitted by law, in such federal court, as applicable, (ii) consents that any such Proceeding may and shall be brought in such courts and waives any objection such party may now or hereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to assert in any suitplead or claim the same, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably and (iii) waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any all right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action jury in any proceeding (whether based on contract, tort or proceeding otherwise) arising out of or relating to enforce this Employment Agreement or Executive’s employment by any provisions member of the Transaction DocumentsCompany Group, then or Executive’s or the prevailing party in such action Company’s performance under, or proceeding shall be reimbursed the enforcement of, this Employment Agreement. Executive acknowledges and agrees that he was represented by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred counsel (Xxxxx Xxxxxxxx of Xxxxxxx LLP) in connection with the investigation, preparation and prosecution negotiation of such action or proceedingthis Employment Agreement.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, Nevada without regard to the principles of conflicts of law that would require or permit laws. Any action brought by either party against the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Warrant shall be commenced exclusively brought only in the state and courts of Cxxxx County, Nevada, or in the federal courts sitting located in the City of New YorkNevada. Each party The parties to this Warrant hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or with unenforceable under any transaction contemplated hereby applicable statute or discussed herein (including with respect rule of law, then such provision shall be deemed inoperative to the enforcement extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any of the Transaction Documents), 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 other provision of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceedingagreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Warrant 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.EXHIBIT B: STOCK PURCHASE WARRANT

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement This MOU and interpretation of the Transaction Documents shall any collaboration under it will be governed by and construed and enforced in accordance with the laws of India. The Parties will attempt amicably to resolve any controversy, dispute or difference arising out of this MOU. However, if no such resolution is reached, the State Parties consent to submit to arbitration under the Arbitration & Conciliation Act, 1996. The arbitration proceedings will be presided by a sole arbitrator appointed mutually by the Parties and the venue of New Yorkarbitration shall be Pune. The proceedings shall be held in the English language. The award shall be binding on the parties, without regard subject to the principles of conflicts of law that would require or permit applicable laws in force and the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) award shall be commenced exclusively enforceable in the state and federal any competent court of law. The courts sitting in the City of New York. Each party hereby irrevocably submits to the Pune hall have exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkto try any matter under this MOU. ANTI-CORRUPTION Each Party agrees, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to any activities undertaken relating to this Agreement, to comply with the enforcement provisions of all applicable Laws related to corruption in India viz. the Indian Penal Code, 1860, The Prevention of Corruption Act, 1988, The Benami Transactions (Prohibition) Act, 1988 and The Prevention of Money Laundering Act, 2002 and other relevant laws applicable globally in this regard (the “Legislation”). Each Party agrees to ensure that it and all of its Representatives who are engaged in implementing this Agreement are knowledgeable regarding the purpose, provisions and principles of Legislation. Each Party further agrees to take appropriate steps to ensure that it and such Representatives, in the implementation of this Agreement, will comply with the Legislation and will not take any action which would cause such Party to be in violation of the Transaction Documents)Legislation. COEP Tech shall abide by XYZ Code of Conduct for Suppliers and Service Providers, and hereby irrevocably waivesattached as Annexure A to this Agreement, 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingtimes.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement This Agreement and interpretation of the Transaction Documents all disputes ---------------------------------- hereunder shall be governed by and construed and enforced in accordance with the laws substantive law of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)provisions therein, and the parties hereby irrevocably waives, and agrees not expressly consent to assert in any suit, action or proceeding, any claim that it is not personally be subject to the jurisdiction of the courts of the State of New York. In the event of a dispute regarding any matter under this Agreement which cannot be resolved by the parties, the dispute shall be referred to a Vice President of AT&T and a Vice President of UIT, who will attempt to resolve the dispute within 10 business days of such courtreferral date. If such officers resolve the dispute they shall set forth in writing the resolution. If such officers are unable to resolve the dispute within such 10 business day period, that such suitthe parties shall further seek to resolve the dispute pursuant AT&T/UIT - Confidential UIT-PPO-RJS-June 17, action 1999 to arbitration as set forth below. All disputes hereunder which cannot be amicably resolved by the parties as described above, except those solely concerned with AT&T's intellectual property rights in the AT&T WorldNet Software or proceeding is improper or inconvenient venue for such proceedingUIT's intellectual property rights in the Bundled UIT Product shall be settled exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in New York City, New York and shall be conducted by a single arbitrator who shall be a lawyer familiar with computer software development and license agreements. The decision of the arbitrator shall be final and binding upon the parties and may be enforced by either party in any court of competent jurisdiction. Each party hereby irrevocably waives personal service shall bear the cost of process preparing and consents presenting its case. The costs of the arbitration, including the fees and expenses of the arbitrator, will be shared equally by the parties unless the award otherwise provides. This provision shall not be construed to process being served prohibit either party from seeking preliminary or permanent injunctive relief in any such suit, action or proceeding court of competent jurisdiction to the extent not prohibited by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingAgreement.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documentsthis Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, Wyoming without regard to the principles of conflicts of law that would require or permit laws. Any action brought by either party against the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Warrant shall be commenced exclusively brought only in the state and courts of Florida, or in the federal courts sitting located in the City Southern District of New YorkFlorida. Each party The parties to this Warrant hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or with unenforceable under any transaction contemplated hereby applicable statute or discussed herein (including with respect rule of law, then such provision shall be deemed inoperative to the enforcement extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any of the Transaction Documents), 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 other provision of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceedingagreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Warrant 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning the construction, The validity, enforcement interpretation and interpretation performance of the Transaction Documents this Agreement shall be governed by and construed and enforced determined in accordance with the laws of the State of New YorkDelaware, without regard notwithstanding any conflict of law provision to the principles contrary. In the event of conflicts of law that would require a dispute regarding this Agreement, the Note or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by hereby and thereby, the parties shall in good faith use commercially reasonable efforts to resolve the dispute on an amicable basis. All negotiations pursuant to this Agreement Section 20 shall be confidential, privileged and inadmissible in any other Transaction Documents arbitration or legal proceeding and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence. If the dispute is not resolved on that basis within thirty (whether brought against a 30) days, any party hereto or may refer the dispute for resolution by one arbitrator in a binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with its respective affiliates, directors, officers, shareholders, employees or agents) Commercial Arbitration Rules. The arbitrator shall be commenced exclusively mutually acceptable to both parties and shall be an attorney experienced in corporate and contract law. Any such arbitration will take place in Dallas, Texas. The decision of the state arbitrator shall be final and federal courts sitting binding on the parties subject to the dispute, and the arbitrator shall be required to provide in writing to the City of New Yorkparties the basis for its award or order. 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, will pay for the adjudication fees and expenses of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)its own attorneys, and hereby irrevocably waivesexperts, and agrees not to assert in any suitwitnesses, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees transcripts and other costs and expenses reasonably incurred related to such claims. A party may seek a preliminary injunction or other preliminary judicial relief if in connection with the investigation, preparation and prosecution of its judgment such action is necessary to avoid irreparable damage. Despite any such action, the parties shall continue to participate in good faith in the procedures set forth in this Section 20. All applicable statutes of limitation shall be tolled during the pendency of any arbitration hereunder, and the parties agree to take such action, if any, required to effectuate such tolling. This agreement to arbitrate shall be enforceable under the Uniform Arbitration Act. Any court of competent jurisdiction may confirm, or proceedingenter a judgment upon, any arbitration award issued pursuant to this Section 20, and the parties hereby consent thereto.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of New York, without regard to the principles of conflicts of law that would require or permit rules thereof. You hereby agree to arbitrate in New York City any disputes with the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretationsCompany, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or including its respective affiliatesofficers, directors, officersor members, shareholdersarising out of or relating to this Agreement or Your employment with the Company under and in accordance with JAMS Streamlined Arbitration Rules. Notwithstanding the foregoing, employees or agents) shall be commenced exclusively either party may seek provisional injunctive relief to enforce the terms and conditions of this Agreement in any court of competent jurisdiction, including, without limitation, the state and federal courts sitting in Supreme Court of the City State of New York, County of New York. Each party In the case of injunctive relief, You hereby irrevocably submits agree to the exclusive consent to personal jurisdiction of the state and federal courts sitting in situated within the City County of New York, Borough State of Manhattan, New York for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)enforcing this Agreement, and hereby irrevocably waives, and agrees not waive any objection that You might have to assert personal jurisdiction or 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 improper or inconvenient venue for such proceedingthose courts. Each party hereby irrevocably waives personal service of process shall bear Your or its own costs, expenses, and consents to process being served attorney fees incurred in connection with any such suitarbitration; provided, however, (a) if You are take any action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it enforce your rights under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be are deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then be the prevailing party in such action or proceeding action, then the Company shall be reimbursed reimburse You for reasonable legal fees incurred by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred You in connection with the investigation, preparation and prosecution of such action or proceedingand (b) (a) if the Company takes any action to enforce its rights under this Agreement and is deemed to be the prevailing party in such action, then You shall reimburse the Company for reasonable legal fees incurred by the Company in connection with such action.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by the Laws of the State of Illinois, without regard to its choice of law provisions. Any controversy, claim, or dispute arising out of or in connection with this Agreement will be settled by final and construed binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (“Rules”), and enforced judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction; provided, however, that this section will not apply to claims for indemnity arising out of or relating to claims of third parties or to requests for injunctive relief in connection with the obligations set forth in Section 18. The arbitration will be heard by a single arbitrator appointed in accordance with the laws Rules and will be conducted in English. The arbitration will be conducted in Xxxx County, Illinois. If a controversy or claim relates to or is the subject of a mechanic’s or construction lien, the State Seller may proceed in accordance with applicable Law to preserve and enforce its lien rights. TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANY ARBITRATION RULE OR PROCEDURE, (A) NO CLASS ACTION OR REPRESENTATIVE ACTIONS WILL BE PERMITTED UNDER THIS AGREEMENT, AND (B) IF ANY CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED UNDER APPLICABLE LAW, THE PARTIES AGREE THAT SUCH ACTION WILL BE ARBITRATED. In the event that either party is required to retain the services of New York, without regard an attorney to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by enforce this Agreement and or to defend against any cause of action, claim, or counterclaim brought by the other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits pursuant 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction DocumentsAgreement, then the prevailing party in such action or proceeding shall will be reimbursed by entitled to recover the other party for its reasonable attorneys’ fees and costs which it has incurred, in addition to other costs and expenses reasonably incurred in connection with remedies to which it is entitled under applicable law, unless the investigation, preparation and prosecution of such action or proceedingadjudicator specifically finds that neither party is the prevailing party.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. At the written request of conflicts a Party, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, format, frequency, duration and conclusion of law that would require or permit these discussions shall be left to the application discretion of the laws representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any other lawsuit without the concurrence of all Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not sot prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. If the negotiations do not resolve the dispute within sixty days of the initial written request, or if neither Party makes such a request within sixty days of the dispute, the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A Party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this Section. Each Party may submit in writing to a Party, and that Party shall so respond. Each Party is also entitled to take the oral deposition of one individual of another Party. Additional discovery may be permitted upon mutual agreement of the Parties. The arbitration shall be held in Chicago, Illinois. The arbitrator shall control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty days after the close of hearings. The times specified in this Section may be extended upon mutual agreement of the Parties of by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party agrees that all legal proceedings concerning Party shall bear its own costs of these procedures. A Party seeking discovery shall reimburse the interpretations, enforcement responding Party the costs of production of documents (to include search time and defense reproduction costs). The Parties shall equally split the fees of the transactions contemplated by this Agreement arbitration and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingarbitrator.

Governing Law; Dispute Resolution. All questions concerning the construction, The validity, enforcement interpretation and interpretation enforceability of the Transaction Documents shall this Agreement will be governed by and construed and enforced in accordance with the laws of the State of New YorkConnecticut, without regard to the principles of conflicts choice of law that would require or permit conflict of law rules or principles. In the application event of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of a dispute regarding this Agreement or the transactions contemplated by it, the parties will in good faith use commercially reasonable efforts to resolve the dispute on an amicable basis. If the dispute is not resolved on that basis within sixty (60) days, any party may refer the dispute (other than a dispute that is covered by Section 4) for resolution by one arbitrator in an arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration will take place in Hartford, Connecticut. Depositions shall be conducted in accordance with the federal rules of civil procedure. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement and consents to personal jurisdiction for any legal or equitable action sought in any state or federal court located in the State of Connecticut having subject matter jurisdiction. A party may seek a preliminary injunction or other Transaction Documents (whether brought against a party hereto preliminary judicial relief if in his or its respective affiliatesjudgment such action is necessary to avoid irreparable damage. Despite any such action, directors, officers, shareholders, employees or agents) the parties shall continue to participate in good faith in the procedures set forth in this Section 14(d). All applicable statutes of limitation shall be commenced exclusively in tolled during the state and federal courts sitting in the 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 pendency of any dispute hereunder arbitration hereunder, and the parties agree to take such action, if any, required to effectuate such tolling. This agreement to arbitrate shall be enforceable under the Uniform Arbitration Act. Any court of competent jurisdiction may confirm, or in connection herewith or with enter a judgment upon, any transaction contemplated hereby or discussed herein (including with respect arbitration award issued pursuant to the enforcement of any of the Transaction Documentsthis Section 14(d), and the parties hereby irrevocably waivesconsent thereto. In any judicial action to compel arbitration under this Section 14(d) or to enforce an arbitral award, and agrees not the prevailing party shall be entitled to assert an award of the reasonable expenses (including attorneys’ fees) incurred in any suit, action bringing or proceeding, any claim that it is not personally subject to defending the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceedingaction. Each party hereby irrevocably waives personal service of process and consents all right to process being served trial by jury in any such suitaction, action proceeding or proceeding by mailing a copy thereof via registered counterclaim (whether based on contract, tort or certified mail otherwise) arising out of or overnight delivery (with evidence relating to this Agreement, the other agreements, documents and certificates contemplated hereby and the transactions contemplated hereby and thereby or the actions of delivery) to such party at in the address in effect for notices to it under this Agreement negotiation, administration, performance and agrees that such service shall constitute good enforcement hereof 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning This Agreement and the construction, validity, enforcement and interpretation of the Transaction Documents transactions contemplated hereby shall be governed by the laws of Sweden, without reference to conflict of laws principles. Subject to the provisions of Section 2.3(c) in the case of any disagreement regarding Earn-Out Consideration and construed except as provided in the last sentence of this Section 11.8, the parties hereto agree that the legal place of any arbitration at the London Court of International Arbitration shall be London, United Kingdom (the "LCIA"), under the Rules of the LCIA for non-domestic arbitration, as the means for resolving any disputes arising in 57 connection with this Agreement, the Stock Sale or any of the other transactions contemplated hereby, including without limitation any dispute regarding the existence, validity or termination of this Agreement; provided that any party hereto disagreeing with another party hereto as to any matter related to this Agreement, the Stock Sale or any of the other transactions contemplated hereby shall first notify the other party of such disagreement by written notice, stating the matter or matters in dispute and enforced the notifying party's basis for disagreement. The parties in disagreement shall thereafter mutually diligently and in good faith endeavor to resolve the disagreement through discussion; provided that, if they are unable to do so within thirty (30) days after the receipt of such notice, any party to such dispute may then submit the matter or matters in dispute to the LCIA for resolution, by written notice to the other party and the LCIA. Unless the parties in disagreement agree to a single arbitrator, each party in disagreement shall appoint one (1) arbitrator, and one (1) additional arbitrator shall be appointed by LCIA (together, the "Arbitration Panel"). The single arbitrator or the Arbitration Panel shall be authorized to award fees and expenses in accordance with the laws single arbitrator's or the Arbitration Panel's determination as to the relative extent to which the parties respectively prevailed in the arbitration of the State of New Yorkmatter or matters in dispute and such other factors or considerations as the single arbitrator or the Arbitration Panel may determine relevant, without regard in the single arbitrator's or the Arbitration Panel's sole judgment; provided that, if and to the principles of conflicts of law extent that would require the single arbitrator or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits Arbitration Panel declines 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ award fees and other costs expenses, the parties in disagreement shall bear their respective fees and expenses reasonably incurred in connection with such arbitration. The language to be used in the investigationarbitration proceedings shall be English. The arbitration proceedings and any outcome thereof shall be kept confidential except as Chyron, preparation Hego and prosecution the Sellers' Representative may agree or as any party, after consultation with its outside legal counsel, determines is required by law or legal process. The parties in disagreement shall enter into any engagement letter reasonably required by the LCIA. A determination by the single arbitrator or the Arbitration Panel as to the resolution of any matter or matters in dispute (including any procedural matter) and any additional determination as to the award of fees and expenses shall be binding and conclusive upon the parties. Notwithstanding the foregoing, any party may seek and, if entitled, obtain from a court of competent jurisdiction, interim relief, such action as an injunction or proceeding.order requiring another party to perform or observe its obligations under this Agreement. 11.9

Governing Law; Dispute Resolution. All questions concerning This Agreement and the construction, validity, enforcement and interpretation of the Transaction Documents transactions contemplated hereby shall be governed by the laws of Sweden, without reference to conflict of laws principles. Subject to the provisions of Section 2.3(c) in the case of any disagreement regarding Earn-Out Consideration and construed except as provided in the last sentence of this Section 11.8, the parties hereto agree that the legal place of any arbitration at the London Court of International Arbitration shall be London, United Kingdom (the "LCIA"), under the Rules of the LCIA for non-domestic arbitration, as the means for resolving any disputes arising in connection with this Agreement, the Stock Sale or any of the other transactions contemplated hereby, including without limitation any dispute regarding the existence, validity or termination of this Agreement; provided that any party hereto disagreeing with another party hereto as to any matter related to this Agreement, the Stock Sale or any of the other transactions contemplated hereby shall first notify the other party of such disagreement by written notice, stating the matter or matters in dispute and enforced the notifying party's basis for disagreement. The parties in disagreement shall thereafter mutually diligently and in good faith endeavor to resolve the disagreement through discussion; provided that, if they are unable to do so within thirty (30) days after the receipt of such notice, any party to such dispute may then submit the matter or matters in dispute to the LCIA for resolution, by written notice to the other party and the LCIA. Unless the parties in disagreement agree to a single arbitrator, each party in disagreement shall appoint one (1) arbitrator, and one (1) additional arbitrator shall be appointed by LCIA (together, the "Arbitration Panel"). The single arbitrator or the Arbitration Panel shall be authorized to award fees and expenses in accordance with the laws single arbitrator's or the Arbitration Panel's determination as to the relative extent to which the parties respectively prevailed in the arbitration of the State of New Yorkmatter or matters in dispute and such other factors or considerations as the single arbitrator or the Arbitration Panel may determine relevant, without regard in the single arbitrator's or the Arbitration Panel's sole judgment; provided that, if and to the principles of conflicts of law extent that would require the single arbitrator or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits Arbitration Panel declines 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ award fees and other costs expenses, the parties in disagreement shall bear their respective fees and expenses reasonably incurred in connection with such arbitration. The language to be used in the investigationarbitration proceedings shall be English. The arbitration proceedings and any outcome thereof shall be kept confidential except as Chyron, preparation Hego and prosecution the Sellers' Representative may agree or as any party, after consultation with its outside legal counsel, determines is required by law or legal process. The parties in disagreement shall enter into any engagement letter reasonably required by the LCIA. A determination by the single arbitrator or the Arbitration Panel as to the resolution of any matter or matters in dispute (including any procedural matter) and any additional determination as to the award of fees and expenses shall be binding and conclusive upon the parties. Notwithstanding the foregoing, any party may seek and, if entitled, obtain from a court of competent jurisdiction, interim relief, such action as an injunction or proceedingorder requiring another party to perform or observe its obligations under this Agreement.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, North Carolina without regard to the principles of conflicts of law that would require or permit laws. Any action brought by either party against the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Warrant shall be commenced exclusively brought only in the state and courts of North Carolina, or in the federal courts sitting located in the City State of New YorkNorth Carolina. Each party The parties to this Warrant hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or with unenforceable under any transaction contemplated hereby applicable statute or discussed herein (including with respect rule of law, then such provision shall be deemed inoperative to the enforcement extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any of the Transaction Documents), 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 other provision of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceedingagreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Warrant 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. All questions concerning This Agreement, and the construction, validity, enforcement rights and interpretation obligations of the Transaction Documents parties hereto, shall be governed by and construed and enforced in accordance with the laws of the State of New YorkJersey, without regard respect to the its principles of conflicts of law that would require laws, except to the extent governed by federal laws, and shall be construed according to its fair meaning and not for or permit against any party. You and the application of Company irrevocably submit to the laws jurisdiction of any other jurisdictionstate or federal court sitting in or for Birmingham, Alabama, with respect to any dispute arising out of or relating to this Agreement or the Release, and each party hereto irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party hereto agrees that all legal proceedings concerning a judgment in any such dispute may be enforced in other jurisdictions by suit on the interpretations, enforcement and defense of the transactions contemplated by this Agreement and judgment or in any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New Yorkmanner provided by law. Each party hereby irrevocably submits and unconditionally waives, 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner fullest extent permitted by law. The parties hereby waive all rights , any right it may have to a trial by juryjury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the Release or the transactions contemplated hereby or disputes relating hereto. If either party shall commence an action or proceeding to enforce any provisions Each of the Transaction Documentsparties hereto (i) certifies that no representative, then the prevailing party in such action agent or proceeding shall be reimbursed by attorney of the other party for its reasonable attorneys’ fees has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it and the other costs party have been induced to enter into this Agreement by, among other things, the mutual waivers and expenses reasonably incurred certifications contained in connection with the investigation, preparation and prosecution of such action or proceedingthis Section 5(a).

Governing Law; Dispute Resolution. All questions concerning the constructionThis Agreement (and all claims, validity, enforcement controversies and interpretation causes of the Transaction Documents action with respect hereto or arising hereunder) shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New York, Delaware without regard to the principles of conflicts choice of law that would require or permit the application principles thereof. Each of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party parties hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, then any federal courts court of the United States of America sitting in the City State of New York, Borough of Manhattan, Delaware) for the adjudication 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), 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 improper or inconvenient venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence and to the laying of delivery) venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an suit, action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party brought in such courts and irrevocably waives any claim that any such suit, action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred brought in connection with the investigationany such court has been brought in an inconvenient forum. NEITHER PERSPECTIVE NOR LXXXXXXX, preparation and prosecution of such action or proceedingNOR ANY OF THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE OR EXEMPLARY DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY, CONTRIBUTION, OR OTHERWISE, AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8.8 IS INTENDED TO OR SHALL LIMIT OR RESTRICT DAMAGES AVAILABLE FOR (A) A PARTY’S GROSS NEGLIGENCE, FRAUD, INTENTIONAL MISCONDUCT, OR BREACH OF ARTICLE 4 OR ARTICLE 5 OR (B) PERSPECTIVE’S GRANT OF A LICENSE, OPTION FOR A LICENSE OR OTHER RIGHT TO A THIRD PARTY IN VIOLATION OF THE EXCLUSIVE OPTION GRANTS UNDER SECTIONS 3.1 OR 3.2.

Governing Law; Dispute Resolution. All questions concerning This Agreement and the construction, validity, enforcement and interpretation of the Transaction Documents transactions contemplated hereby shall be governed by the laws of The Netherlands, without reference to conflict of laws principles. The Parties hereto agree to arbitration at the London Court of International Arbitration in London, United Kingdom (the “LCIA”), under the Rules of the LCIA for non-domestic arbitration, as the means for resolving any disputes arising in connection with this Agreement, the Share Transfer or any of the other transactions contemplated hereby; provided that any party hereto disagreeing with another party hereto as to any matter related to this Agreement, the Share Transfer or any of the other transactions contemplated hereby shall first notify the other party of such disagreement by written notice, stating the matter or matters in dispute and construed the notifying party’s basis for disagreement. The parties in disagreement shall thereafter mutually diligently and enforced in good faith endeavor to resolve the disagreement through discussion; provided that, if they are unable to do so within thirty (30) days after the receipt of such notice, any party to such dispute may then submit the matter or matters in dispute to the LCIA for resolution, by written notice to the other party and the LCIA. Unless the parties in disagreement agree to a single arbitrator, each party in disagreement shall appoint one (1) arbitrator, and one additional arbitrator shall be appointed by LCIA (together, the “Arbitration Panel”). The single arbitrator or the Arbitration Panel shall be authorized to award fees and expenses in accordance with the laws single arbitrator’s or the Arbitration Panel’s determination as to the relative extent to which the parties prevailed in the arbitration of the State of New Yorkmatter or matters in dispute and such other considerations as the single arbitrator or the Arbitration Panel may determine relevant, without regard in the single arbitrator’s or the Arbitration Panel’s sole judgment; provided that, if and to the principles of conflicts of law extent that would require the single arbitrator or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits Arbitration Panel declines 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ award fees and other costs expenses, the parties in disagreement shall bear their respective fees and expenses reasonably incurred in connection with such arbitration. The parties in disagreement shall enter into any engagement letter reasonably required by the investigation, preparation LCIA. A determination by the single arbitrator or the Arbitration Panel as to the resolution of any matter or matters in dispute (including any procedural matter) and prosecution any additional determination as to the award of such action or proceedingfees and expenses shall be binding and conclusive upon the parties.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the laws internal law of the State of New York, Delaware without regard to the principles of conflicts choice of law that would require or permit the application of the laws provisions of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and or federal courts sitting located in the City State of New York, Borough of Manhattan, Delaware for the adjudication purposes of any dispute hereunder action or in connection herewith claim arising out of this Agreement or with any transaction contemplated hereby hereby, and agrees to commence any such action or discussed claim only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein (including with respect shall be effective service of process for any such action or claim. Each party irrevocably and unconditionally waives any objection to the enforcement laying of venue of any action or claim arising out of this Agreement or the Transaction Documents)transactions contemplated hereby in such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert in any suit, action plead or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees court 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred claim brought in connection with the investigationany such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, preparation and prosecution of such action or proceedingPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New York, Florida without regard to the principles of conflicts choice of law that would require principles thereof. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Any unresolved controversy or permit claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the application parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in the State of Florida, County of Pasco, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with Section 10 hereof, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits relief 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to which such party at may be entitled from the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedinglosing party.

Governing Law; Dispute Resolution. All questions concerning This Agreement and the construction, validity, enforcement and interpretation rights of the Transaction Documents parties hereunder shall be governed by and construed and enforced interpreted in accordance with the laws of the State of New York, without regard York excluding its laws relating to the principles of conflicts of law that would require laws. In the event of any dispute, controversy or permit claim arising out of or relating to this Agreement, or the application breach, termination or validity thereof, the Parties shall first try in good faith to come to a settlement for such matter. If the parties are unable in good faith to settle any such matter, such matter shall be resolved exclusively by binding arbitration under the Greater Commercial Rules of the laws American Arbitration Association, and judgment upon the award rendered may be entered in any court of any other competent jurisdiction. Each The award may include compensatory damages against either party agrees that all legal but under no circumstances may the arbitrator award punitive or multiple damages against either party. Arbitration proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively conducted before one single arbitrator in the state and federal courts sitting in the City of New YorkYork area. Each party hereby irrevocably submits expressly waives their right to initiate legal proceedings for other legal remedies, including, but not limited to, injunctive relief and monetary damages, in any court, except to the exclusive jurisdiction extent it is required to enforce the arbitration award; provided, however, that either party may seek temporary injunctive relief to preserve the status quo pending resolution of the state matter or to prevent serious and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder irreparable injury to that party or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect others. The parties shall continue to the enforcement of any of the Transaction Documents), 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it perform all obligations under this Agreement and agrees that such service shall constitute good and sufficient service pending the above described dispute resolution proceedings, subject to full reservation of process and notice thereofrights at law under this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceedingALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A DISPUTE UNDER THIS SECTION ARE CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY AND SHALL NOT BE ADMITTED IN ANY COURT OR OTHER FORUM AS AN ADMISSION OR OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL AND STATE COURT RULES.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, California applicable to contracts executed in and to be performed in that state and without regard to the principles of any applicable conflicts of law that would require law. Any dispute directly or permit indirectly based upon, arising out of, connected to or relating to this Agreement, the application transactions contemplated hereby or any right or obligation created by this Agreement, irrespective of the laws legal theory or claims underlying any such dispute (including any tort and statutory claims), shall be resolved in any court of competent jurisdiction located in Santa Cxxxx County, California. Each of the parties in this Agreement hereby irrevocably (a) consents to submit itself to the personal jurisdiction of any other jurisdiction. Each party agrees that all legal proceedings concerning California state or federal court in the interpretations, enforcement and defense event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement and any other Transaction Documents Agreement, (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agentsb) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is will not personally subject attempt to the deny or defeat such personal jurisdiction of by motion or other request for leave from any such court, including but not limited to a motion for forum of non conveniens or other actions or other motions asserting the aforementioned forum is inconvenient, and (c) agrees that such suit, it will not bring any action in relation of this Agreement or proceeding is improper any of the other transactions contemplated hereby in any court other than a California state or inconvenient venue for such proceedingfederal court. Each party hereby irrevocably waives personal service of process acknowledges and consents to process being served in agrees that any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it controversy which may arise under this Agreement is likely to involve complicated and agrees that such service shall constitute good difficult issues, 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. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documentstherefore EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ISSUE WITHIN ANY ACTION AT LAW OR SUIT IN EQUITY DIRECTLY OR INDIRECTLY BASED UPON, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigationARISING OUT OF, preparation and prosecution of such action or proceedingCONNECTED TO OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY RIGHT OR OBLIGATION CREATED HEREBY.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by interpreted and construed and enforced in accordance with the substantive laws (excluding its conflicts of law and choice of law provisions) of the State of New YorkYork and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, without regard touching upon or relating to this Agreement, the principles of conflicts of law that would require or permit breach thereof and/or the application scope of the laws provisions of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Article 22 shall be commenced exclusively submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the state and federal courts sitting matter in the City of New York. Each party hereby irrevocably submits dispute is $250,000 or less, to the exclusive jurisdiction of the state and federal courts sitting be held in the City of New York, Borough New York, before a single arbitrator who shall be a retired judge, in accordance with New York Civil Practice Law & Rules Section 7501 et seq. The arbitrator shall be selected by mutual agreement of Manhattanthe parties or, for if the adjudication parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. Notwithstanding the foregoing, if any dispute hereunder action or proceeding arising under or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service alleges the infringement of process and notice thereof. Nothing contained herein shall be deemed either party’s intellectual property rights, each party to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by will have the other party for its reasonable attorneys’ fees right to opt out of arbitration and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of have such action heard in the applicable federal or proceedingstate court in New York, New York. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARTICLE, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Governing Law; Dispute Resolution. All questions concerning This Agreement, and the construction, validity, enforcement rights and interpretation obligations of the Transaction Documents parties hereto, shall be governed by and construed and enforced in accordance with the laws of the State of New YorkDelaware, without regard respect to the its principles of conflicts of law that would require or permit laws, except to the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretationsextent governed by federal laws, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state construed according to its fair meaning and federal courts sitting in the City of New Yorknot for or against any party. Each party hereby The parties hereto 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 with any transaction contemplated hereby or discussed herein (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 proceeding, any claim that it is not personally subject submit to the jurisdiction of any state or xxxxxxx xxxxx sitting in or for Denver County, Colorado with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such court, that such suit, action dispute or proceeding is improper shall be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient venue forum for the maintenance of such dispute or proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served hereto agrees that a judgment in any such suit, action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to serve process in any manner the fullest extent permitted by law. The parties hereby waive all rights , any right it may have to a trial by juryjury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. If either party shall commence an action or proceeding to enforce any provisions Each of the Transaction Documentsparties hereto (i) certifies that no representative, then the prevailing party in such action agent or proceeding shall be reimbursed by attorney of the other party for its reasonable attorneys’ fees has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that it and the other costs parties have been induced to enter into this Agreement by, among other things, the mutual waivers and expenses reasonably incurred certifications contained in connection with the investigation, preparation and prosecution of such action or proceedingthis Section 11(a).

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This agreement shall be governed by and construed construed, interpreted and enforced in accordance with the internal laws of the State of New York, Delaware without regard to the principles of any applicable conflicts of law that would require laws provisions. Any dispute or permit claim arising out of this agreement shall be submitted for resolution consistent with the application of the laws terms of any other jurisdiction. Each party agrees arbitration agreement that all legal proceedings concerning the interpretationsParticipant has entered into with the Company (which, enforcement and defense of the transactions contemplated if applicable, is incorporated herein by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documentsreference), and hereby irrevocably waivesotherwise: (i) all such disputes and claims shall be resolved by a neutral arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, which may be found on the Internet at xxx.xxx.xxx (a printed copy of these rules is also available upon request to the Company’s Human Resources Department); (ii) the Company shall pay all applicable arbitration fees, except, if the Participant initiates such arbitration, then the Participant shall be responsible for paying filings fees in an amount equal to the filing fees the Participant would have paid had the Participant filed a complaint in a court of law; (iii) the Participant shall pay its own attorneys’ fees incurred in connection with the arbitration; (iv) such arbitration shall take place in the county in which the Participant works or worked for the Company at the time the arbitrable dispute or claim arose; (v) the arbitrator shall only have authority to hear claims brought by a party in its individual capacity, and agrees not to assert in any suitas a purported class, action collective or representative proceeding, any claim that it is not personally subject to ; (vi) the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue arbitrator shall provide for such proceeding. Each party adequate discovery and shall issue a written opinion; and (vii) the Participant and the Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way waive any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action ANNEX A BLUE APRON HOLDINGS, INC. Stock Option Exercise Notice Blue Apron Holdings, Inc. 0 Xxxxxx Xxxxxx New York, New York 10013 Dear Sir or proceeding Madam: I, (the “Participant”), hereby irrevocably exercise the right to enforce any provisions purchase shares of Class A Common Stock, $0.0001 par value per share (the “Shares”), of Blue Apron Holdings, Inc. (the “Company”) at $ per share pursuant to the Company’s 2017 Equity Incentive Plan and a stock option agreement with the Company dated (the “Option Agreement”). Enclosed herewith is a payment of $ , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the Transaction Documentsperson designated below, then with right of survivorship. Dated: Signature Print Name Address: Name and address of persons in whose name the prevailing party in such action or proceeding shall Shares are to be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.jointly registered (if applicable):

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with under the laws of the State of New York, without regard York as applied to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement agreements among New York residents entered into and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall to be commenced exclusively in the state and federal courts sitting in the City of performed entirely within New York. Each party hereby irrevocably submits The parties hereto (1) agree that any legal suit, action or proceeding arising out of or relating to the exclusive jurisdiction of the state and federal courts sitting this Agreement shall be instituted exclusively in the City New York State Supreme Court, County of New York, Borough of Manhattan, or in the United States District Court for the adjudication Southern District of New York, (2) waives any objection which the Company may have now or hereafter to the venue of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject and (3) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal The Company further agrees to accept and acknowledge service of any and all process and consents to process being which may be served in any such suit, action or proceeding by mailing a copy thereof via registered in the New York State Supreme Court, County of New York, or certified mail or overnight delivery (with evidence in the United States District Court for the Southern District of delivery) to such party at the address in effect for notices to it under this Agreement New York and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein upon the Company mailed by certified mail to the Company’s address shall be deemed to limit in every respect effective service of process upon the Company, in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documentssuch suit, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.. EACH OF THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation You agree that all matters relating to your access to or use of the Transaction Documents shall Site, including all disputes, will be governed by the laws of the United States and construed and enforced in accordance with by the laws of the State of New York, Washington without regard to the principles of its conflicts of law that would require or permit laws provisions. You agree to the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement personal jurisdiction by and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively venue in the state and federal courts sitting in King County, Washington, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the City cause of New Yorkaction arises, or such claim or cause of action is barred. Each No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party hereby irrevocably submits will be entitled to costs and attorneys’ fees. In the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication event of any controversy or dispute hereunder between UW and you arising out of or in connection herewith with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and UW with regard to your use of the Site, and any transaction contemplated hereby and all other written or discussed herein (including oral agreements or understandings previously existing between you and UW with respect to the enforcement such use are hereby superseded and cancelled. UW will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. UW’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by UW of any provision or any right it has to enforce these Terms of the Transaction Documents)Use, nor shall any course of conduct between UW and hereby irrevocably waives, and agrees not to assert in you or 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 improper or inconvenient venue for such proceeding. Each other party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in modify any way provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any right to serve process in rights or remedies on any manner permitted by lawthird parties. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.Source URL (modified on 06/19/2013 - 11:50):

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents [TBD] This Agreement shall be governed by interpreted and construed and enforced in accordance with the substantive laws (and not the law of conflicts) of the State of New YorkYork and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, without regard touching upon or relating to this Agreement, the principles of conflicts of law that would require or permit breach thereof and/or the application scope of the laws provisions of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) Article 21 shall be commenced exclusively submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the state and federal courts sitting matter in the City of New York. Each party hereby irrevocably submits dispute is $250,000 or less, to the exclusive jurisdiction of the state and federal courts sitting be held in the City of New York, Borough New York, before a single arbitrator who shall be a retired judge, in accordance with New York Civil Practice Law & Rules Section 7501 et seq. The arbitrator shall be selected by mutual agreement of Manhattanthe parties or, for if the adjudication parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. Notwithstanding the foregoing, if any dispute hereunder action or proceeding arising under or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and 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 improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service alleges the infringement of process and notice thereof. Nothing contained herein shall be deemed either party’s intellectual property rights, each party to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by will have the other party for its reasonable attorneys’ fees right to opt out of arbitration and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of have such action heard in the applicable federal or proceedingstate court in New York, New York. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARTICLE, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, without regard to the Delaware other than conflict of laws principles of conflicts of law that would require or permit thereof directing the application of any law other than that of Delaware. The parties agree that the laws courts within the State of any other jurisdiction. Each party agrees that Delaware will have jurisdiction over all legal proceedings concerning disputes between the interpretations, enforcement and defense parties hereto arising out of the transactions contemplated by or relating to this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliatesthe agreements, directors, officers, shareholders, employees or agents) shall be commenced exclusively in instruments and documents contemplated hereby. The parties hereby consent to and agree to submit to the state and federal courts sitting in the City jurisdiction of New Yorksuch courts. 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 with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably parties hereto waives, and agrees not to assert in any suitsuch dispute, action or proceedingto the fullest extent permitted by applicable law, any claim that it (i) such party is not personally subject to the jurisdiction of any such courtcourts, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of deliveryii) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of party’s property is immune from any legal process and notice thereof. Nothing contained herein shall be deemed to limit in issued by such courts or (iii) any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party litigation commenced in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred courts is brought in connection with the investigationan inconvenient forum. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, preparation and prosecution of such action or proceedingTHE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.