Common use of Governing Law; Exclusive Jurisdiction Clause in Contracts

Governing Law; Exclusive Jurisdiction. 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 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Agreement and State of New York or any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsjurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and or federal courts sitting in the City of New York County, 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 Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or 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 Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, thenAND AGREES NOT TO REQUEST, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction. 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 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. (a) 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 thereof. . (b) Each party agrees that all legal Proceedings 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, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. , Borough of Manhattan. (c) 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 Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the construction, validity, enforcement and interpretation laws of the Transaction Documents State of Delaware (without giving effect to the conflicts of laws principles thereof) and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the such State applicable to contracts made and to be performed entirely within such State. (b) The Company and each holder of New York, without regard to the principles of conflicts of law 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party Rights hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting Court of Chancery of the State of Delaware, or, if such court shall lack subject matter jurisdiction, any Federal court located in the City State of New YorkDelaware, Borough over any suit, action, or proceeding arising out of Manhattan for or relating to or concerning this Agreement. The Company and each holder of Rights acknowledge that the adjudication forum designated by this paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. (c) The Company and each holder of any dispute hereunder or in connection herewith or with any transaction contemplated Rights hereby or discussed herein (including with respect waive, to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceedingfullest extent permitted by applicable law, any claim that it is not personally subject objection which they now or hereafter have to personal jurisdiction or to the jurisdiction laying of venue of any such courtsuit, that such Action action or Proceeding is improper or is an inconvenient venue for such Proceedingproceeding brought in any court referred to in Section 32(b) hereof. Each party hereby irrevocably waives personal service The Company and each holder of process Rights undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b) hereof. The Company and consents each holder of Rights agree that, to process being served the fullest extent permitted by applicable law, a final and non-appealable judgment in any such Action suit, action, or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to proceeding brought in 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 court shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in conclusive and binding upon such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingPersons.

Governing Law; Exclusive Jurisdiction. All questions concerning (i) Except with respect to matters arising under Section 2(a) and Section 2(c), solely to the construction, validity, enforcement and interpretation extent that such matters relate to non-dispositive provisions of the Transaction Documents ICL (as defined below), which will be exclusively governed by the ICL, this Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the transactions contemplated by this Agreement and Law of any other Transaction Documents jurisdiction. The “ICL” shall mean the Israeli Companies Law, 5759-1999 (whether brought against a party hereto or its respective affiliatesincluding those portions of the Israeli Companies Ordinance [New Version] 5743-1983 that continue to be in effect) and the regulations promulgated thereunder, directorsas amended. (ii) With respect to any matter governed by the laws of the State of Delaware pursuant to Section 5(h)(i), officers, shareholders, partners, members, 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 submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, Borough and in respect of Manhattan the Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the adjudication interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any such Proceeding in the manner provided in Section 5(f) or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (iii) With respect to any matter governed by the laws of the State of Israel pursuant to Section 5(h), the Parties hereby irrevocably submit to the exclusive jurisdiction of any court of competent jurisdiction sitting in Tel Aviv Jaffa, Israel, and hereby waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute hereunder and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 5(f) or in connection herewith or with any transaction contemplated such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (iv) Each Party hereby or discussed herein irrevocably consents and agrees that all costs, expenses and fees (including legal and any other professional fees) incurred by a party prevailing in any court, in Proceedings brought under this Section 5(h) (including by way of another party withdrawing its claim prior to any judicial decision or award) shall be paid by the other party in full within 30 days of submission by the prevailing party of valid invoices evidencing such costs. For the purpose of this Section 5(h)(iv), a party shall be considered, on the one hand, the Company and/or any of its Subsidiaries and, on the other hand, Infiniti and/or any of its Subsidiaries and/or Audi. (v) Each Party hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court or Tel Aviv court, as applicable, pursuant hereto (an “Award”) may be brought in the courts of Israel, Delaware or any court in a jurisdiction where the assets of such party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (i) This Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the transactions contemplated by this Agreement and Law of any other Transaction Documents jurisdiction. (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsii) shall be commenced exclusively in Each of 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 and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New York, Borough of Manhattan for the adjudication Delaware having jurisdiction in respect of any dispute hereunder arising out of or in connection herewith relating to this Agreement or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)transactions contemplated hereby, and hereby irrevocably waives, and agrees not to assert assert, as a defense in any Action Proceeding for the interpretation or Proceedingenforcement hereof, any claim that it is not personally subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and such Party irrevocably agrees that all claims with respect to such Proceeding shall be heard and determined in such courts. Each of the jurisdiction of Parties hereby consents to and grants any such courtcourt jurisdiction over the person of such Party and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 5(f) or in such other manner as may be permitted by applicable Law, that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingshall be valid and sufficient service thereof. Each party hereby irrevocably waives personal service of process and consents to process being served the Parties agrees that a judgment in any such Action Proceeding 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 to serve process in any other manner permitted provided by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingLaw.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents except the Certificate of Designation 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 thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any all other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the transactions contemplated by this Agreement and Law of any other Transaction Documents jurisdiction. (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsb) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Parties hereby irrevocably submits submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, Borough and in respect of Manhattan the Investment Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the adjudication interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any dispute hereunder such Proceeding in the manner provided in Section 12.06 or in connection herewith such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (c) Each Party hereby irrevocably consents and agrees, for the benefit of each other Party, that any legal action, suit or with any transaction contemplated hereby or discussed herein (including proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court pursuant hereto (an “Award”) may be brought in the courts of Delaware or any court in a jurisdiction where the assets of such Party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWisconsin (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE FEDERAL COURTS SITTING IN MILWAUKEE COUNTY, without regard to WISCONSIN, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN ANY STATE COURT LOCATED IN MILWAUKEE COUNTY, WISCONSIN. YOU WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. THE PARTIES HEREBY EXPRESSLY AGREE THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. GENERAL You agree that this Agreement is the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement complete and defense exclusive statement of the transactions contemplated by this Agreement between you and Snap-on which supersedes any proposal or prior agreement, oral or written, and any other Transaction Documents communications between you and Snap-on relating to the subject of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance. This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties. The privacy of your personally identifiable information is important to us. As part of our commitment to the privacy of your personally identifiable information (whether brought against a party hereto “Personal Information”) that we collect through the Software Product (“Software”) or other means such as registration cards, telecommunications or other means, we provide this notice explaining our information practices and the choices you can make about the way your Personal Information is collected and used with the Software. To make this notice easy to find, we make it available with the Software. This revised Privacy Policy is effective as of June 1, 2019. The privacy practices set forth in this Privacy Policy are for this Software only. Other Snap-on Incorporated ("Snap-on") affiliate Software may have different practices. If you use other Snap-on Software, please review the privacy policies, if any, provided with that Software. Also, if you are an employee of Snap-on or its respective affiliates, directorsplease note that other internal company policies apply to you related to employee use of company computer systems and networks. CONSENT Please read this policy carefully. Your use of this Software constitutes your consent to the collection, officersuse, shareholders, partners, members, employees or agents) shall be commenced exclusively disclosure and processing of Personal Information 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingUnited States as described below.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement and all matters, claims, controversies, disputes, suits, actions or Proceedings arising out of or relating to this Agreement and the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement or any of the Transaction Documents transactions contemplated hereby, including all rights of the Parties (whether sounding in contract, tort, common or statutory law, equity or otherwise) in connection therewith, shall be interpreted, construed and governed by and construed in accordance with, and enforced in accordance with pursuant to, the internal laws Laws of the State of New York, Delaware without regard giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than those of the State of Delaware. (b) Each of the Parties hereby (i) agrees and irrevocably consents to submit itself to the principles exclusive jurisdiction of conflicts the Court of law thereof. Each party Chancery in the State of Delaware (or if such court finds it lacks subject matter jurisdiction, the federal or other state courts in the State of Delaware) (the “Chosen Courts”) in any Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, (ii) agrees that all legal Proceedings concerning the interpretationsclaims in respect of any such Proceeding will be heard and determined in any Chosen Court, enforcement and defense (iii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any Chosen Court, (iv) agrees not to bring or support any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against in contract, tort, common or statutory law, equity or otherwise) anywhere other than any Chosen Court and (v) agrees that a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state final 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served non-appealable judgment in any such 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 conclusive and may be enforced in any way any right to serve process other jurisdictions by suit on the judgment or in any other manner permitted provided by lawapplicable Law. If any party shall commence an Action or Proceeding to enforce any provisions Each of the Transaction Documents, then, in addition Parties waives any defense of inconvenient forum to the obligations maintenance of any Proceeding brought in any Chosen Court in accordance with this Section 8.12. Each of the Company elsewhere Parties agrees that the service of any process, summons, notice or document in connection with any such Proceeding may be served upon them in any manner authorized by the laws of the State of Delaware. (c) Notwithstanding the foregoing (i) all disputes, claims and causes of action against any Financing Source arising out of or relating to this Agreement, the prevailing party Financing, any related commitment letter, engagement letter, or fee letter and the transactions contemplated hereby and thereby (whether arising in such Action contract or Proceeding tort or otherwise) shall be reimbursed governed by, and construed in accordance with, the law of the State of New York and (ii) notwithstanding Section 8.12(a) and Section 8.12(b), each party hereto agrees that any dispute, claim and cause of action, whether in law or equity, whether in contract or in tort or otherwise, brought against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating to the non-prevailing party for its reasonable attorneys’ fees Financing or the performance thereof, shall properly and other costs exclusively lie in any New York state or federal court of the United States of America, in each case, sitting in the borough of Manhattan in New York County, and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingany appellate court therefrom.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the Law of any other jurisdiction, except that, notwithstanding the foregoing, except as otherwise set forth in the Commitment Letter as in effect as of the date of this Agreement, any legal suit, action, litigation, proceeding or claim (whether at law, in equity, in contract, in tort, or otherwise) against any of the Financing Source Parties, shall be exclusively governed by, and construed in accordance with, the Law of the State of New York; provided, however, with respect to the Commitment Letter: (i) the interpretation of the definition of Company Material Adverse Effect and Parent Material Adverse Effect and whether or not a Company Material Adverse Effect or a Parent Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Specified Purchase Agreement Representations (as defined in the Commitment Letter) and whether as a result of any inaccuracy thereof Parent, Merger Sub or their respective Affiliates have the right to terminate its obligations under this Agreement, or to decline to consummate the Transactions and (iii) the determination of whether such transactions contemplated by have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the Law of the State of Delaware without giving effect to conflicts of law principles that would result in the application of the Law of any other jurisdiction. (b) The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the State of Delaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any such Proceeding in the manner provided in Section 11.05 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source Party in any way relating to this Agreement, the Debt Financing or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or any other Transaction Documents (whether brought against a party hereto letter or its respective affiliatesagreement related to the Debt Financing or the performance thereof, directors, officers, shareholders, partners, members, employees in any forum other than any State or agents) shall be commenced exclusively Federal court sitting 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 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) Except with respect to the construction, validity, enforcement and interpretation fiduciary duties of the Transaction Documents Company Board and the matters set forth in Article 2 that relate to the effectuation of the Merger, which are exclusively governed by the Law of the State of Israel, this Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the transactions contemplated by this Agreement and Law of any other Transaction Documents jurisdiction. (whether brought against a party hereto or its respective affiliatesb) With respect to any matter governed by the laws of the State of Delaware pursuant to Section 10.10(a), directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state Parties and federal courts sitting in the City of New York. Each party Investors hereby irrevocably submits submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, Borough and in respect of Manhattan the Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the adjudication interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties and the Investors irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties and the Investors hereby consent to and grant any such court jurisdiction over the person of such Parties and the Investors and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.05 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (c) With respect to any matter governed by the laws of the State of Israel pursuant to Section 10.10(a), the Parties and the Investors hereby irrevocably submit to the exclusive jurisdiction of any court of competent jurisdiction sitting in Tel Aviv Jaffa, Israel, and hereby waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties and the Investors irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties and the Investors hereby consent to and grant any such court jurisdiction over the person of such Parties and the Investors and over the subject matter of such dispute hereunder and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.05 or in connection herewith or with any transaction contemplated such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (d) Each Party and the Investors hereby or discussed herein irrevocably consents and agrees that all costs, expenses and fees (including legal and any other professional fees) incurred by a party prevailing in any court, in Proceedings brought under this Section 10.10 (including by way of another party withdrawing its claim prior to any judicial decision or award) shall be paid by the other party in full within 30 days of submission by the prevailing party of valid invoices evidencing such costs. For the purpose of this Section 10.10(d), a party shall be considered, on the one hand, the Company and/or any of its Subsidiaries and, on the other hand, Parent and/or any of its Subsidiaries and/or the Investors. (e) Each Party and the Investors hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court or Tel Aviv court, as applicable, pursuant hereto (an “Award”) may be brought in the courts of Israel, Delaware or any court in a jurisdiction where the assets of such party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party and the Investors waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. 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 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company and the Purchasers elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 Laws of the State of New YorkDelaware, without regard to the principles of conflicts of law thereofthereof (to the extent that the application of the laws of another jurisdiction would be required thereby). Each party Party agrees that all any legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by action or proceeding with respect to this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively brought in the state and federal courts sitting in the City of Wilmington, New YorkCastle County, Delaware except where such court lacks subject matter jurisdiction. The Parties agree that no such legal action or proceeding will be filed prior to compliance with Section 13.10. In such event, the action or proceeding shall be brought in the federal district court sitting in the City of Wilmington, Delaware. Each party hereby Party irrevocably submits itself in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the state and federal aforesaid courts sitting in the City any legal action or proceeding arising out of New York, Borough of Manhattan for the adjudication of this Agreement. Each Party irrevocably waives any dispute hereunder objection which it may now or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect hereafter have to the enforcement laying of venue of any of the Transaction Documents), and hereby irrevocably waives, and agrees not aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingthis Section 13.6. Each party hereby irrevocably waives personal service of process and Party consents to process being served in any such Action action or Proceeding proceeding by the mailing of a copy thereof via registered or certified mail or overnight delivery (in accordance with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Section 13.1 and agrees that such service shall upon receipt will constitute good and sufficient service of process and or notice thereof. Nothing contained herein shall be deemed to limit in any way this paragraph will affect or eliminate any right to serve process in any other manner permitted by lawLaw. If To the extent that any party shall commence an Action Party has or Proceeding hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to enforce any provisions judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the Transaction Documents, then, in addition to the obligations of the Company elsewhere courts referenced in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingSection 13.6.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) Except with respect to the construction, validity, enforcement and interpretation fiduciary duties of the Transaction Documents Parent Board, which are exclusively governed by the CBCA, this Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the Law of any other jurisdiction, except that, notwithstanding the foregoing, except as otherwise set forth in the Commitment Letter as in effect as of the date of this Agreement, any legal suit, action, litigation, proceeding or claim (whether at law, in equity, in contract, in tort, or otherwise) against any of the Financing Source Parties shall be exclusively governed by, and construed in accordance with, the Law of the State of New York; provided, however, with respect to the Commitment Letter: (i) the interpretation of the definition of Target Material Adverse Effect (as defined in the Commitment Letter) and whether or not a Target Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Specified Purchase Agreement Representations (as defined in the Commitment Letter) and whether as a result of any inaccuracy thereof Parent, Merger Sub or their respective Affiliates have the right (determined without regard to any notice requirement) to terminate its obligations under this Agreement, or to decline to consummate the Transactions and (iii) the determination of whether such transactions contemplated by have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the Law of the State of Delaware without giving effect to conflicts of law principles that would result in the application of the Law of any other jurisdiction. (b) The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the State of Delaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any such Proceeding in the manner provided in Section 10.05 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source Party in any way relating to this Agreement, the Debt Financing or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or any other Transaction Documents (whether brought against a party hereto letter or its respective affiliatesagreement related to the Debt Financing or the performance thereof, directors, officers, shareholders, partners, members, employees in any forum other than any State or agents) shall be commenced exclusively Federal court sitting in the state and federal courts sitting Borough of Manhattan in the City of New York. . (c) Each party Party hereby irrevocably submits to the exclusive jurisdiction of the state consents and federal courts sitting in the City of New Yorkagrees, Borough of Manhattan for the adjudication benefit of each other Party, that any dispute hereunder legal action, suit or in connection herewith or with any transaction contemplated hereby or discussed herein (including proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court pursuant hereto (an “Award”) may be brought in the courts of Ontario or any court in a jurisdiction where the assets of such Party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWisconsin (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE FEDERAL COURTS SITTING IN MILWAUKEE COUNTY, without regard to WISCONSIN, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN ANY STATE COURT LOCATED IN MILWAUKEE COUNTY, WISCONSIN. YOU WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. THE PARTIES HEREBY EXPRESSLY AGREE THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. GENERAL You agree that this Agreement is the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement complete and defense exclusive statement of the transactions contemplated by this Agreement between you and Snap-on which supersedes any proposal or prior agreement, oral or written, and any other Transaction Documents communications between you and Snap-on relating to the subject of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance. This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties. The privacy of your personally identifiable information is important to us. As part of our commitment to the privacy of your personally identifiable information (whether brought against a party hereto “Personal Information”) that we collect through the Software Product (“Software”) or other means such as registration cards, telecommunications or other means, we provide this notice explaining our information practices and the choices you can make about the way your Personal Information is collected and used with the Software. To make this notice easy to find, we make it available with the Software. This revised Privacy Policy is effective as of January 1, 2006. The privacy practices set forth in this Privacy Policy are for this Software only. Other Snap-on Incorporated ("Snap-on") affiliate Software may have different practices. If you use other Snap-on Software, please review the privacy policies, if any, provided with that Software. Also, if you are an employee of Snap-on or its respective affiliates, directorsplease note that other internal company policies apply to you related to employee use of company computer systems and networks. CONSENT Please read this policy carefully. Your use of this Software constitutes your consent to the collection, officersuse, shareholders, partners, members, employees or agents) shall be commenced exclusively disclosure and processing of Personal Information 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingUnited States as described below.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Transaction Documents relation of the parties hereunder 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 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan 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 Action action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action 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 other manner permitted by law. If any party shall commence an Action or a Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, then the prevailing party in such Action action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning This Agreement and all matters, claims, controversies, disputes, suits, actions or proceedings arising out of or relating to this Agreement and the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement or any of the Transaction Documents transactions contemplated hereby, including all rights of the parties hereto (whether sounding in contract, tort, common or statutory law, equity or otherwise) in connection therewith, shall be interpreted, construed and governed by and construed in accordance with, and enforced in accordance with pursuant to, the internal laws Laws of the State of New York, Delaware without regard giving effect to the principles of conflicts any choice or conflict of law thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than those of the State of Delaware. Each party hereto (i) agrees and irrevocably consents to submit itself to the exclusive jurisdiction of the Court of Chancery in the State of Delaware (or if such court finds it lacks subject matter jurisdiction, the federal or other state courts) located in Wilmington, Delaware (the “Chosen Courts”) in any proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, (ii) agrees that all legal Proceedings concerning the interpretationsclaims in respect of any such proceeding will be heard and determined in any Chosen Court, enforcement and defense (iii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any Chosen Court, (iv) agrees not to bring or support any proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against in contract, tort, common or statutory law, equity or otherwise) anywhere other than any Chosen Court and (v) agrees that a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state final 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served non-appealable judgment in any such 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 proceeding shall be deemed to limit conclusive and may be enforced in any way any right to serve process other jurisdictions by suit on the judgment or in any other manner permitted provided by applicable law. If Each party hereto waives any defense of inconvenient forum to the maintenance of any proceeding brought in any Chosen Court in accordance with this Section 2(d) Each party shall commence an Action hereto agrees that the service of any process, summons, notice or Proceeding to enforce document in connection with any provisions such proceeding may be served upon them in any manner authorized by the laws of the Transaction Documents, then, in addition to the obligations State of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingDelaware.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or are related to this Agreement or the constructionnegotiation, validityexecution or performance of this Agreement, enforcement and interpretation of the Transaction Documents shall be governed by by, and construed and enforced in accordance with with, the internal laws Laws of the State of New YorkDelaware, without regard giving effect to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense laws principles (whether of the transactions contemplated by State of Delaware or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware). (b) Any claim, action, suit, arbitration, alternative dispute resolution action or any other judicial or administrative proceeding, in Law or equity (each, a “Legal Proceeding”) arising out of or relating to this Agreement and any related agreement, certificate or other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) document delivered in connection herewith shall be commenced exclusively heard and determined by the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any federal court within the state State of Delaware and any federal courts sitting in appellate court therefrom) (together, the City of New York“Delaware Courts”). Each party of the Parties hereby irrevocably submits and unconditionally: (i) submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDelaware Courts, Borough of Manhattan for the adjudication purpose of any dispute hereunder Legal Proceeding arising out of or relating to this Agreement and any related agreement, certificate or other document delivered in connection herewith brought by any Party hereto; (ii) agree not to commence any such action or with proceeding except in such courts; (iii) agree that any transaction contemplated hereby claim in respect of any such action or discussed herein proceeding may be heard and determined in any Delaware Court; (including with respect iv) waive, and agree not to assert, to the enforcement fullest extent it may legally and effectively do so, any objection or defense that it may now or hereafter have to the laying of venue of any of the Transaction Documents)such action or proceeding in any Delaware Court, (v) waive, and hereby irrevocably waives, and agrees agree not to assert in any Action or Proceedingassert, to the fullest extent it may legally and effectively do so, any claim objection or defense that it is not personally subject to such jurisdiction or that such action or proceeding may not be brought, is not maintainable in or may not be enforced in or by such courts; and (vi) waive, and agree not to assert, to the jurisdiction fullest extent it may legally and effectively do so, any objection or defense of an inconvenient forum to the maintenance of such action or proceeding in any Delaware Court. Each of the Parties agrees that a final judgment in any such courtaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, that such Action or Proceeding is improper or is an inconvenient venue for such ProceedingDIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH. EACH PARTY ACKNOWLEDGES AND AGREES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11. (d) Each party hereby Party irrevocably waives personal and unconditionally consents to service of process in person or by certified or by nationally recognized overnight courier to its respective notice address set forth in Section 10.1, which shall constitute valid in personal service upon such Party and consents to process being served its successors and assigns in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) proceeding commenced pursuant to such party at this Section 10.12; provided, that, notwithstanding the address foregoing, nothing in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by lawLaw. If any party shall commence an Action or Proceeding Each Party acknowledges and agrees that: (i) this is a commercial transaction; (ii) the foregoing provisions for service of process and waiver of jury trial have been read, understood and voluntarily agreed to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in by such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees Party; and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding(iii) each Party is hereby waiving important legal rights.

Governing Law; Exclusive Jurisdiction. 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, York without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings 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, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County, City and State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County, City and State of New York, Borough of Manhattan York 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 Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any either party shall commence an Action action, suit or Proceeding proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.7, the prevailing party in such Action action, suit or Proceeding proceeding shall be reimbursed by the non-prevailing other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action action or Proceedingproceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws Legal Requirements of the State Commonwealth of New YorkPennsylvania, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law laws thereof. , as to all matters, including matters of validity, construction, effect, performance, and remedies. (b) Each party Party irrevocably agrees that all any legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by action or proceeding with respect to this Agreement or for recognition and enforcement of any other Transaction Documents (whether Judgment in respect hereof brought against a party by another Party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees successors or agents) assigns shall be commenced brought and determined exclusively in the state and or federal courts sitting located in the City Commonwealth of New YorkPennsylvania. Each party Party hereby irrevocably generally and unconditionally submits with regard to any action or proceeding for itself and in respect to its property 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 aforesaid courts. Each Party hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or Proceedingproceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above‑named courts for any reason other than the failure to lawfully serve process, (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) to the fullest extent permitted by applicable Legal Requirements, that such Action (i) the suit, action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served proceeding in any such Action court is brought in an inconvenient forum, (ii) the venue of such suit, action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery proceeding is improper and (with evidence of deliveryiii) 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, or the prevailing party subject matter hereof, may not be enforced in or by such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigationcourts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, preparation and prosecution of such Action or ProceedingAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS.

Governing Law; Exclusive Jurisdiction. 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 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting located in the City of New York County, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City of New York County, 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 YorkDelaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law laws thereof. Each Subject to Section 6.4(f), each party irrevocably agrees that all legal Proceedings concerning the interpretations, enforcement and defense any Action arising out of the transactions contemplated by or relating to this Agreement and or the Related Agreements brought by any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees successors or agents) assigns shall be commenced exclusively brought and determined in the state and federal courts any Delaware State or Federal court sitting in the City County of New York. Each Castle (or, if such court lacks subject matter jurisdiction, in any appropriate Delaware State or Federal court), and each party 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 arising out of or relating to this Agreement or the enforcement Related Agreements and the transactions contemplated hereby and thereby. Each party agrees not to commence any Action relating thereto except in the courts described above in Delaware, other than Action in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of the Transaction Documents), process and each party further waives any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or Proceedingrelating to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) 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 (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of deliveryC) to such party at the address in effect for notices to it under this Agreement and agrees that or the Related Agreements, or the subject matter hereof or thereof, may not be enforced in or by 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. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingcourts.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) Except with respect to the construction, validity, enforcement and interpretation fiduciary duties of the Transaction Documents Company Board, the Company Independent Board and the matters set forth in Article 2 and Article 9 that relate to the implementation and terms and conditions of the Scheme, which are exclusively governed by the Law of the Republic of South Africa, this Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the transactions contemplated by this Agreement and Law of any other Transaction Documents jurisdiction. (whether brought against a party hereto or its respective affiliatesb) With respect to any matter governed by the laws of the State of Delaware pursuant to Section 10.10(a), directors, officers, shareholders, partners, members, 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 submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, Borough and in respect of Manhattan the Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the adjudication interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any such Proceeding in the manner provided in Section 10.05 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (c) With respect to any matter governed by the laws of the Republic of South Africa pursuant to Section 10.10(a), the Parties hereby irrevocably submit to the exclusive jurisdiction of any court of competent jurisdiction sitting in Johannesburg, South Africa, and hereby waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute hereunder and agree that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 10.05 or in connection herewith or with any transaction contemplated such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (d) Each Party hereby or discussed herein irrevocably consents and agrees that all costs, expenses and fees (including legal and any other professional fees) incurred by a Party prevailing in any court, in Proceedings brought under this Section 10.10 (including by way of another Party withdrawing its claim prior to any judicial decision or award) shall be paid by the other Party in full within 30 days of submission by the prevailing party of valid invoices evidencing such costs. For the purpose of this Section 10.10(d), a Party shall be considered, on the one hand, the Company and/or any of its Subsidiaries and, on the other hand, Parent and/or any of its Subsidiaries. (e) Each Party hereby irrevocably consents and agrees, for the benefit of each other Party, that any legal action, suit or proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court or the Gauteng High Court, Local Division, Johannesburg, as applicable, pursuant hereto (an “Award”) may be brought in the courts of Johannesburg, South Africa, Delaware or any court in a jurisdiction where the assets of such Party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. 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 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 (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement This Agreement and interpretation of the Transaction Documents shall any dispute about which this Agreement is a subject will be governed by and construed and enforced in accordance with the internal laws applicable Laws of the State of New YorkDelaware, without regard to the choice of law principles of conflicts of law thereofany 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 Parties irrevocably (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsi) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits itself to the exclusive jurisdiction of the state and or federal courts sitting located in the City of New York, Borough of Manhattan Delaware for the adjudication purpose of any dispute hereunder Proceeding directly or in connection herewith indirectly based upon, relating to or with arising out of this Agreement or any transaction of the transactions contemplated hereby or discussed herein the negotiation, execution or performance hereof or thereof, (including with respect ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or the enforcement of transactions contemplated hereby in any court other than the above-named courts. Each of the Transaction Documents), and Parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any Action or Proceedinglitigation with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.05, any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and, to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such Action court is brought in an inconvenient forum, (B) the venue of such suit, action or Proceeding proceeding is improper or is an inconvenient venue for (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such Proceedingcourts. Each party of the Parties hereby irrevocably waives personal service of process and consents to process service being served made through the notice procedures set forth in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery Section 9.6 (with evidence Notices) of delivery) to such party at the address in effect for notices to it under this Purchase Agreement and agrees that such service of any process, summons, notice or document by personal delivery to the respective addresses set forth in Section 9.6 (Notices) of the Purchase Agreement shall constitute good and sufficient be effective service of process and notice thereoffor any litigation in connection with this Agreement or the transactions contemplated hereby. Nothing contained herein in this Section 9.05 shall be deemed to limit in affect the right of any way any right Party to serve legal process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingLaw.

Governing Law; Exclusive Jurisdiction. 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 internal laws of the State of New York, without regard to the principles of conflicts of law 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 Warrant (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, employees or agents) shall may 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 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. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documentsthis Warrant, then, in addition to the obligations of the Company elsewhere in this AgreementWarrant, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning Except to the construction, validity, enforcement and interpretation extent a provision of the Transaction Documents Article I of this Agreement is required by law to be governed by Washington Law; all other provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law laws 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 (whether brought against a party parties hereto or its respective affiliates, directors, officers, shareholders, partners, members, 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 consents to the exclusive jurisdiction and venue of the state Delaware Chancery Court and federal courts sitting any appellate court therefrom in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process; provided, however, that if (a) the Delaware Chancery Court does not accept jurisdiction or (b) the dispute concerns any provision of Section 1.6(e) hereof, including the determination of Final CY12 EBIT or Final CY13 EBIT under Section 1.6(e) hereof or concerns Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in Article VII hereof or otherwise, then the matter shall be exclusively settled by non-appealable arbitration (x) before the Delaware Chancery Court, under the rules set forth by the Delaware Chancery Court, in the City event that the amount in dispute is in excess of New York$1.0 million or (y) before Judicial Arbitration and Mediation Services in the event that the amount in dispute is less than $1.0 million. In the event that a dispute is to be settled by arbitration pursuant to the foregoing, Borough either Parent or the Shareholder Representative may demand arbitration of Manhattan for the adjudication matter. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Subject to the arbitration provisions of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including this Section 9.7, and except as may be required under Washington Law with respect to the enforcement those provisions of any Article I of the Transaction Documents)this Agreement that are mandatorily governed by Washington Law, and hereby irrevocably waives, and each party agrees not to assert commence any legal proceedings related hereto except in any Action or Proceeding, any claim that it is such courts. The arbitration provisions of this Section 9.7 shall not personally subject apply to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingEscrow Agent.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement and the construction, validity, enforcement legal relations between the Parties and interpretation of the Transaction Documents shall Escrow Agent will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard giving effect to any choices or conflict of law provision or rules thereof, and except to the principles extent that certain matters are preempted by federal law or are governed by the law of conflicts the jurisdiction of law thereof. incorporation of the respective Parties or the Escrow Agent. (b) Each party of the Parties and the Escrow Agent irrevocably agrees that all any legal Proceedings concerning the interpretations, enforcement and defense of action or proceeding with respect to this Agreement or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) hereby shall be commenced exclusively brought and determined in any federal court in Delaware (or to the extent any such federal court does not have jurisdiction, any state and federal courts court sitting in Delaware) and each of the City of New York. Each party hereby Parties and the Escrow Agent irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting solely in the City of New York, Borough of Manhattan for the adjudication respect of any dispute hereunder legal proceeding arising out of or in connection herewith or with any transaction contemplated hereby or discussed herein (including related to this Agreement. The Parties and the Escrow Agent further agree that the Parties and the Escrow Agent shall not bring suit with respect to any disputes arising out of this Agreement or the enforcement transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Parties or the Escrow Agent to obtain execution of judgment in any other jurisdiction. The Parties and the Escrow Agent further agree, to the extent permitted by applicable law, that a final and non-appealable judgment against a Party or the Escrow Agent in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable law being that of a different jurisdiction, the Parties and the Escrow Agent agree that all judicial determinations or findings by a state or federal court in Delaware with respect to any matter under this Agreement shall be binding. (c) To the extent that any Party or the Escrow Agent has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party and the Escrow Agent hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in this Section 13. Each of the Transaction Documents), Parties and the Escrow Agent hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, or otherwise, in any Action such suit, action or Proceeding, proceeding any claim that it is not personally subject to the jurisdiction of any such the above-named court, that such Action the suit, action or Proceeding proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingcourt. (d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction. 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 YorkNevada, without regard to the principles of conflicts of law 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkClark County, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkClark County, Borough of Manhattan Nevada 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement and the construction, validity, enforcement and interpretation of legal relations between the Transaction Documents shall Parties will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard giving effect to any choices or conflict of law provision or rules thereof, and except to the principles extent that certain matters are preempted by federal law or are governed by the law of conflicts the jurisdiction of law thereof. incorporation of the respective Parties. (b) Each party of the Parties irrevocably agrees that all any legal Proceedings concerning the interpretations, enforcement and defense of action or proceeding with respect to this Agreement or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) hereby shall be commenced exclusively brought and determined in any federal court in Delaware (or to the extent any such federal court does not have jurisdiction, any state and federal courts court sitting in Delaware) and each of the City of New York. Each party hereby Parties irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting solely in the City of New York, Borough of Manhattan for the adjudication respect of any dispute hereunder legal proceeding arising out of or in connection herewith or with any transaction contemplated hereby or discussed herein (including related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the enforcement transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the Parties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and unappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable Law being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Delaware with respect to any matter under this Agreement shall be binding. (c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in this Section 10.3. Each of the Transaction Documents), and Parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, or otherwise, in any Action such suit, action or Proceeding, proceeding any claim that it is not personally subject to the jurisdiction of any such the above-named court, that such Action the suit, action or Proceeding proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREBY

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (i) This Agreement shall be governed by and construed and enforced in accordance with the internal laws law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the transactions contemplated by this Agreement and law of any other Transaction Documents jurisdiction. (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsj) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party The Parties hereby irrevocably submits submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, Borough and in respect of Manhattan the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any proceeding for the adjudication interpretation or enforcement hereof or thereof, that it is not subject thereto or that such proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any dispute hereunder such proceeding in the manner provided in Section 9 or in connection herewith such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. (k) Each Party hereby irrevocably consents and agrees, for the benefit of each other Party, that any legal action, suit or with any transaction contemplated hereby or discussed herein (including proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court pursuant hereto (an “Award”) may be brought in the federal or state courts of Delaware or any court in a jurisdiction where the assets of such Party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. All questions concerning This Agreement, the constructionlegal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to any matter arising between the parties, including but not limited to matters arising under or in connection with this Agreement, such as the negotiation, execution, interpretation, coverage, scope, performance, breach, termination, validity, enforcement and interpretation or 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, Nevada without regard reference to the principles of conflicts of law thereoflaws. 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 The parties hereto or its respective affiliates, directors, officers, shareholders, partners, members, 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 submit to the exclusive jurisdiction of the state courts of the State of Nevada and federal courts sitting in the City Federal Courts of New Yorkthe United States of America located within Xxxxx County, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including Nevada with respect to any matter arising between the enforcement of any of the Transaction Documents)parties, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any Action action, suit or Proceedingproceeding for the interpretation or enforcement hereof or thereof, any claim that it is not personally subject to thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the jurisdiction of venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Nevada State or Federal court, . The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service mailing of process and consents to process being served or other papers in connection with any such action or proceeding in any such Action or Proceeding manner as may be permitted 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 applicable Law, shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed With respect to limit any particular action, suit or proceeding arising between the parties, including but not limited to matters arising under or in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in connection with this Agreement, venue shall lie solely in any Xxxxx County or any Federal Court of the prevailing party United States of America sitting in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigationXxxxx County, preparation and prosecution of such Action or ProceedingNevada.

Governing Law; Exclusive Jurisdiction. 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 and governed by the internal laws of the State of New York, without regard giving effect to the principles of conflicts its conflict of law thereofprinciples. Each party agrees that all legal Proceedings concerning Any dispute which may arise between the interpretations, enforcement and defense parties arising out of the transactions contemplated by or in connection with this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively adjudicated before a court located in the state New York and federal courts sitting in the City of New York. Each party they hereby irrevocably submits submit to the exclusive jurisdiction of the state courts of the State of New York and of the federal courts sitting court in the City applicable district of New YorkYork with respect to any action or legal proceeding commenced by any party, Borough of Manhattan for and irrevocably waive any objection they now or hereafter may have respecting the adjudication venue of any dispute hereunder such action or proceeding brought in connection herewith such a court or with respecting the fact that such court is an inconvenient forum, waive trial by jury in any transaction contemplated hereby such action or discussed herein (including proceeding, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, to the address set forth in Paragraph 12 If the foregoing correctly sets forth our understanding with respect to the enforcement foregoing, please so indicate by signing below, at which time this letter shall become a binding agreement. VFINANCE INVESTMENTS, INC. By:________________________ Xxxxxxxx X. Xxxx Executive Vice President, Investment Banking Accepted and Agreed: XXXXXXXXXXXXXXX.XXX HOLDINGS, INC. By:_________________________________ Name: Xxxx Xxxxxxxxx Title: Chief Executive Officer 1. Company agrees to (a) reimburse VFIN, its affiliates and their respective directors, officers, employees, agents and controlling persons (each, an “Indemnified Party”) promptly, upon demand, for actual, out-of-pocket expenses (including reasonable fees and expenses for legal counsel) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any litigation, proceeding or other action in connection with or arising out of or relating to the engagement of VFIN under the Agreement, or any actions taken or omitted, services performed or matters contemplated by or in connection with the Agreement, (collectively, a “Claim”); and (b) to indemnify and hold harmless each Indemnified Party from and against any and all out-of-pocket losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, including any amount paid in settlement of any litigation or other action (commenced or threatened) to which Company shall have consented in writing (such consent not to be unreasonably withheld), whether or not any Indemnified Party is a party and whether or not liability resulted; provided, however, that Company shall not be liable in respect of any loss, claim, damage or liability to the extent that a court or other agency having competent jurisdiction shall have determined by final judgment (not subject to further appeal) that such loss, claim, damage or liability shall have been incurred solely as a direct result of the Transaction Documentswillful misconduct or gross negligence of such Indemnified Party. An Indemnified Party shall have the right to retain separate legal counsel of its own choice to conduct the defense and all related matters in connection with any Claim, and such counsel shall to the fullest extent, consistent with its professional responsibilities, cooperate with Company and legal counsel designated by Company. 2. Company will not, without the prior written consent of each Indemnified Party settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be reasonably sought hereunder (whether or not any Indemnified Party is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Party against whom such Claim may be brought from any and hereby irrevocably waivesall liability arising out of such Claim. 3. In the event the indemnity provided for hereunder is unavailable or insufficient to hold any Indemnified Party harmless, then Company shall contribute to amounts paid or payable by an Indemnified Party in respect of such Indemnified Party’s losses, claims, damages and liabilities as to which the indemnity provided for hereunder is unavailable or insufficient (i) in such portion as appropriately reflects the relative benefits received by Company, on the one hand, and agrees not the Indemnified Party, on the other hand, in connection with the matters as to assert in any Action which losses, claims, damages or Proceedingliabilities relate, any claim that it or (ii) if the allocation provided by (i) above is not personally subject permitted by applicable law, in such proportion as appropriately reflects not only the relative benefits referred to in clause (i) but also the jurisdiction relative fault of Company, on the one hand, and the Indemnified Party, on the other hand, as well as any such courtother equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any reasonable legal or other out-of-pocket fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, VFIN’s share of the liability hereunder shall not be in excess of the amount of fees actually received by VFIN under the Agreement (excluding any amounts received as reimbursement of expenses by VFIN). 4. These Indemnification Provisions shall remain in full force and effect and survive the expiration of the term of the Agreement, and shall be in addition to any liability that such Action Company might otherwise have to any Indemnified Party under the Agreement or Proceeding is improper or is an inconvenient venue for such Proceedingotherwise. 5. Each party hereby irrevocably waives hereto consents to personal jurisdiction and service of process and consents to process being served venue in any such Action or Proceeding court in the State of New York in which any claim for indemnity is brought by mailing a copy thereof via registered or certified mail or overnight delivery any Indemnified Person, except as provided in Section 12 (with evidence of deliveryc) 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents except the Series D COD shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard to the principles of conflicts of law thereof. All questions concerning the construction, validity, enforcement and interpretation of the Series D COD shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings Actions 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, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York County, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork County, Borough of Manhattan New York 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 Action or ProceedingAction, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such ProceedingAction. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingAction.

Governing Law; Exclusive Jurisdiction. 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 YorkNevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings Actions 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, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkProvidence, Rhode Island. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkProvidence, Borough of Manhattan Rhode Island 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 Action or ProceedingAction, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such ProceedingAction. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. In any Action, the Parties 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 the Purchase Agreement, the Warrant or any transaction contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingAction.

Governing Law; Exclusive Jurisdiction. All This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, enforcement interpretation and interpretation performance of the Transaction Documents this Certificate of Designations shall be governed by and construed and enforced in accordance with by, the internal laws of the State of New York, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Agreement and State of Nevada or any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsjurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of any jurisdictions other than the State of New York. Each party Except as otherwise required by this Certificate of Designations, the Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York County, 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 Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or that the venue for of such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action 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 thereofproceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If Nothing contained herein shall be deemed to limit in any party way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall commence an Action be deemed or Proceeding operate to preclude any Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporation’s obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce any provisions a judgment or other court ruling in favor of the Transaction Documentssuch Holder or (ii) shall limit, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by deemed or construed to limit, any provision of Section 22. The Corporation hereby irrevocably waives any right it may have to, and agrees not to request, a jury trial for the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred adjudication of any dispute hereunder or in connection with the investigation, preparation and prosecution or arising out of such Action this Certificate of Designations or Proceedingany transaction contemplated hereby.

Governing Law; Exclusive Jurisdiction. All questions concerning the constructionThis Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, enforcement and interpretation of the Transaction Documents obligations provided herein or performance shall be governed by and construed and enforced in accordance with or interpreted according to the internal laws of the State of New York, York without regard to the principles of conflicts choice of law 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 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New Yorkconsiderations. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan 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 Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or 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 Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or are related to this Agreement or the constructionnegotiation, validityexecution or performance of this Agreement, enforcement and interpretation of the Transaction Documents shall be governed by by, and construed and enforced in accordance with with, the internal laws Laws of the State of New YorkDelaware, without regard giving effect to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense laws principles (whether of the transactions contemplated by State of Delaware or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware). (b) Any claim, action, suit, arbitration, alternative dispute resolution action or any other judicial or administrative proceeding, in Law or equity (each, a “Legal Proceeding”) arising out of or relating to this Agreement and any related agreement, certificate or other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) document delivered in connection herewith shall be commenced exclusively heard and determined by the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any federal court within the state State of Delaware and any federal courts sitting in appellate court therefrom) (together, the City of New York“Delaware Courts”). Each party of the Parties hereby irrevocably submits and unconditionally: (i) submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDelaware Courts, Borough of Manhattan for the adjudication purpose of any dispute hereunder Legal Proceeding arising out of or relating to this Agreement and any related agreement, certificate or other document delivered in connection herewith brought by any Party hereto; (ii) agree not to commence any such action or with proceeding except in such courts; (iii) agree that any transaction contemplated hereby claim in respect of any such action or discussed herein proceeding may be heard and determined in any Delaware Court; (including with respect iv) waive, and agree not to assert, to the enforcement fullest extent it may legally and effectively do so, any objection or defense that it may now or hereafter have to the laying of venue of any of the Transaction Documents)such action or proceeding in any Delaware Court, (v) waive, and hereby irrevocably waives, and agrees agree not to assert in any Action or Proceedingassert, to the fullest extent it may legally and effectively do so, any claim objection or defense that it is not personally subject to such jurisdiction or that such action or proceeding may not be brought, is not maintainable in or may not be enforced in or by such courts; and (vi) waive, and agree not to assert, to the jurisdiction fullest extent it may legally and effectively do so, any objection or defense of an inconvenient forum to the maintenance of such action or proceeding in any Delaware Court. Each of the Parties agrees that a final judgment in any such court, that such Action action or Proceeding is improper proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or is an inconvenient venue for such Proceedingin any other manner provided by Law. Each party hereby Party irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such 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 manners provided for notices to it under in Section 11.1; provided, that nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by lawLaw. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH. If EACH PARTY ACKNOWLEDGES AND AGREES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10. (d) Each Party irrevocably and unconditionally consents to service of process in person or by certified or by nationally recognized overnight courier to its respective notice address set forth in Section 11.1, which shall constitute valid in personal service upon such Party and its successors and assigns in any party shall commence an Action or Proceeding proceeding commenced pursuant to enforce any provisions of this Section 11.10; provided, that, notwithstanding the Transaction Documentsforegoing, then, in addition to the obligations of the Company elsewhere nothing in this Agreement, Agreement shall affect the prevailing party right of any Party to serve process in such Action or Proceeding shall be reimbursed any other manner permitted by the non-prevailing party for its reasonable attorneys’ fees Law. Each Party acknowledges and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.agrees that: (i) this is a commercial transaction;

Governing Law; Exclusive Jurisdiction. All questions concerning (a) This Agreement, and all claims or causes of action (whether at Law, in Contract or in tort) that may be based upon, arise out of or are related to this Agreement or the constructionnegotiation, validityexecution or performance of this Agreement, enforcement and interpretation of the Transaction Documents shall be governed by by, and construed and enforced in accordance with with, the internal laws Laws of the State of New YorkDelaware, without regard giving effect to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense laws principles (whether of the transactions contemplated by State of Delaware or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware). (b) Any claim, action, suit, arbitration, alternative dispute resolution action or any other judicial or administrative proceeding, in Law or equity (each, a “Legal Proceeding”) arising out of or relating to this Agreement and any the Ancillary Agreements (other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsthan the Excluded Agreements) shall be commenced exclusively heard and determined by the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any federal court within the state State of Delaware and any federal courts sitting in appellate court therefrom) (together, the City of New York“Delaware Courts”). Each party of the Parties hereby irrevocably submits and unconditionally: (i) submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDelaware Courts, Borough of Manhattan for the adjudication purpose of any dispute hereunder Legal Proceeding arising out of or relating to this Agreement and any related agreement, certificate or other document delivered in connection herewith brought by any Party hereto; (ii) agree not to commence any such action or with proceeding except in such courts; (iii) agree that any transaction contemplated hereby claim in respect of any such action or discussed herein proceeding may be heard and determined in any Delaware Court; (including with respect iv) waive, and agree not to assert, to the enforcement fullest extent it may legally and effectively do so, any objection or defense that it may now or hereafter have to the laying of venue of any of the Transaction Documents)such action or proceeding in any Delaware Court; (v) waive, and hereby irrevocably waives, and agrees agree not to assert in any Action or Proceedingassert, to the fullest extent it may legally and effectively do so, any claim objection or defense that it is not personally subject to such jurisdiction or that such action or proceeding may not be brought, is not maintainable in or may not be enforced in or by such courts; and (vi) waive, and agree not to assert, to the jurisdiction fullest extent it may legally and effectively do so, any objection or defense of an inconvenient forum to the maintenance of such action or proceeding in any Delaware Court. Each of the Parties agrees that a final judgment in any such court, that such Action action or Proceeding is improper proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or is an inconvenient venue for such Proceedingin any other manner provided by Xxx. Each party hereby Party irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such 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 manners provided for notices to it under in Section 9.1; provided, that nothing in this Agreement and agrees that such service shall constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by lawLaw. (c) Each Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation, directly or indirectly, arising out of or relating to this Agreement and any Ancillary Agreement in connection herewith. If Each Party acknowledges and agrees that: (i) no representative, agent or attorney of any party shall commence an Action other Party has represented, expressly or Proceeding otherwise, that such other Party would not, in the event of litigation, seek to enforce any provisions the foregoing waiver; (ii) such Party understands and has considered the implications of this waiver; (iii) such Party makes this waiver voluntarily; and (iv) such Party has been induced to enter into this Agreement by, among other things, the Transaction Documents, then, in addition to the obligations of the Company elsewhere mutual waivers and certifications in this AgreementSection 9.10. (d) Each Party irrevocably and unconditionally consents to service of process in person or by certified or by nationally recognized overnight courier to its respective notice address set forth in Section 9.1, which shall constitute valid in person service upon such Party and its successors and assigns in any proceeding commenced pursuant to this Section 9.10; provided, that, notwithstanding the prevailing party foregoing, nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law. Each Party acknowledges and agrees that: (i) this is a commercial transaction; (ii) the foregoing provisions for service of process and waiver of jury trial have been read, understood and voluntarily agreed to by such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees Party; and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding(iii) each Party is hereby waiving important legal rights.

Governing Law; Exclusive Jurisdiction. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (other than the Prepaid-Tranches) 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 thereof. Each party agrees that all legal Actions or Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (other than the Prepaid-Tranches) (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, 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 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 DocumentsDocuments (other than the Prepaid-Tranches)), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. (b) All questions concerning the construction, validity, enforcement and interpretation of the Prepaid-Tranches shall be governed by and construed and enforced in accordance with the internal laws of the Cayman Islands, without regard to the principles of conflicts of law thereof. Each party agrees that all Actions or Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the Prepaid-Tranches (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts located in Miami-Dade County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of any Miami-Dade County, Florida State court or Federal court of the United States of America sitting in the Southern District of Florida, and any appellate court from any thereof, 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 Prepaid-Tranches), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. For the avoidance of doubt, the internal laws of the Cayman Islands shall be applied to the determination of whether any usury laws are applicable to the terms and conditions of, or any amounts due under, the Prepaid-Tranches. Such reference to usury laws shall not be construed to mean that there are applicable usury laws under the laws of the Cayman Islands. (c) Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 and governed by the internal laws of the State of New York, without regard giving effect to its conflict of law principles. Any disputes solely between the parties and not involving a third party claimant, shall be determined by a panel of three arbitrators appointed by the American Arbitration Association in New York for resolution through the Commercial Arbitration rules of that Association. The decision of the panel will be binding and the parties agree the panel may award costs and fees, including attorneys’ fees, as part of any award made. The parties agree that neither will have any liability for indirect or consequential damages unless bad faith is shown. If the foregoing correctly sets forth our understanding with respect to the principles foregoing, please so indicate by signing below, at which time this letter shall become a binding agreement. VFINANCE INVESTMENTS, INC. By: /s/ Xxxxxxxx X. Xxxx Xxxxxxxx X. Xxxx Executive Vice-President, Director of conflicts of law thereofInvestment Banking Accepted and Agreed: REFLECT SCIENTIFIC, INC. Each party By: /s/Xxx Xxxxx Name: Xxx Xxxxx Title: President & CEO 1. Company agrees that all legal Proceedings concerning the interpretationsto (a) reimburse VFIN, enforcement its affiliates and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its their respective affiliates, directors, officers, shareholdersemployees, partnersagents and controlling persons (each, membersan “Indemnified Party”) promptly, employees upon demand, for actual, out-of-pocket expenses (including reasonable fees and expenses for legal counsel) as they are incurred in connection with the investigation of, preparation for or agentsdefense of any pending or threatened claim, or any litigation, proceeding or other action in connection with or arising out of or relating to the engagement of VFIN under the Agreement, or any actions taken or omitted, services performed or matters contemplated by or in connection with the Agreement, (collectively, a “Claim”); and (b) to indemnify and hold harmless each Indemnified Party from and against any and all out-of-pocket losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, including any amount paid in settlement of any litigation or other action (commenced or threatened) to which Company shall have consented in writing (such consent not to be unreasonably withheld), whether or not any Indemnified Party is a party and whether or not liability resulted; provided, however, that Company shall not be liable in respect of any loss, claim, damage or liability to the extent that a court or other agency having competent jurisdiction shall have determined by final judgment (not subject to further appeal) that such loss, claim, damage or liability shall have been incurred solely as a direct result of the willful misconduct or gross negligence of such Indemnified Party. 2. In the event that there is a conflict or potential conflict of interests as between Company and an Indemnified Party in the reasonable judgment of counsel for such Indemnified Party, then such Indemnified Party shall have the right to retain separate legal counsel of its own choice to conduct the defense and all related matters in connection with any Claim. Company shall pay the reasonable fees and expenses of such legal counsel, and such counsel shall to the fullest extent, consistent with its professional responsibilities, cooperate with Company and any legal counsel designated by Company. 3. Company will not, without the prior written consent of each Indemnified Party settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be reasonably sought hereunder (whether or not any Indemnified Party is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Party against whom such Claim may be brought from any and all liability arising out of such Claim. 4. In the event the indemnity provided for hereunder is unavailable or insufficient to hold any Indemnified Party harmless, then Company shall contribute to amounts paid or payable by an Indemnified Party in respect of such Indemnified Party’s losses, claims, damages and liabilities as to which the indemnity provided for hereunder is unavailable or insufficient (i) in such portion as appropriately reflects the relative benefits received by Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the matters as to which losses, claims, damages or liabilities relate, or (ii) if the allocation provided by (i) above is not permitted by applicable law, in such proportion as appropriately reflects not only the relative benefits referred to in clause (i) but also the relative fault of Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be commenced exclusively deemed to include any reasonable legal or other out-of-pocket fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the state provisions hereof, VFIN’s share of the liability hereunder shall not be in excess of the amount of fees actually received by VFIN under the Agreement (excluding any amounts received as reimbursement of expenses by VFIN). 5. These Indemnification Provisions shall remain in full force and federal courts sitting effect and survive the expiration of the term of the Agreement, and shall be in addition to any liability that Company might otherwise have to any Indemnified Party under the City of New YorkAgreement or otherwise. 6. Each party hereby irrevocably submits hereto consents to the exclusive personal 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served venue in any such Action or Proceeding court in the State of New York in which any claim for indemnity is brought by mailing a copy thereof via registered or certified mail or overnight delivery any Indemnified Person, except as provided in Section 12 (with evidence of deliveryc) 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 and governed by the internal laws of the State of New York, without regard giving effect to the principles of conflicts its conflict of law thereofprinciples. Each party agrees that all legal Proceedings concerning Any dispute which may arise between the interpretations, enforcement and defense parties arising out of the transactions contemplated by or in connection with this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively adjudicated before a court located in the state New York and federal courts sitting in the City of New York. Each party they hereby irrevocably submits submit to the exclusive jurisdiction of the state courts of the State of New York and of the federal courts sitting court in the City applicable district of New YorkYork with respect to any action or legal proceeding commenced by any party, Borough of Manhattan for and irrevocably waive any objection they now or hereafter may have respecting the adjudication venue of any dispute hereunder such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, waive trial by jury in any such action or proceeding, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, to the address set forth in Paragraph 12 VFINANCE INVESTMENTS, INC. By: /s/ Jxxxxxxx X. Xxxx Executive Vice President, Investment Banking Accepted and Agreed: MXXXXXXXXXXXXXX.XXX HOLDINGS, INC. By: /s/ Name: Axxx Xxxxxxxxx Title: Chief Executive Officer 1. Company agrees to (a) reimburse VFIN, its affiliates and their respective directors, officers, employees, agents and controlling persons (each, an “Indemnified Party”) promptly, upon demand, for actual, out-of-pocket expenses (including reasonable fees and expenses for legal counsel) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any litigation, proceeding or other action in connection with or arising out of or relating to the engagement of VFIN under the Agreement, or any actions taken or omitted, services performed or matters contemplated by or in connection herewith with the Agreement, (collectively, a “Claim”); and (b) to indemnify and hold harmless each Indemnified Party from and against any and all out-of-pocket losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, including any amount paid in settlement of any litigation or other action (commenced or threatened) to which Company shall have consented in writing (such consent not to be unreasonably withheld), whether or not any Indemnified Party is a party and whether or not liability resulted; provided, however, that Company shall not be liable in respect of any loss, claim, damage or liability to the extent that a court or other agency having competent jurisdiction shall have determined by final judgment (not subject to further appeal) that such loss, claim, damage or liability shall have been incurred solely as a direct result of the willful misconduct or gross negligence of such Indemnified Party. An Indemnified Party shall have the right to retain separate legal counsel of its own choice to conduct the defense and all related matters in connection with any transaction contemplated hereby or discussed herein (including with respect Claim, and such counsel shall to the enforcement fullest extent, consistent with its professional responsibilities, cooperate with Company and legal counsel designated by Company. 2. Company will not, without the prior written consent of each Indemnified Party settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be reasonably sought hereunder (whether or not any Indemnified Party is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Party against whom such Claim may be brought from any and all liability arising out of such Claim. 3. In the event the indemnity provided for hereunder is unavailable or insufficient to hold any Indemnified Party harmless, then Company shall contribute to amounts paid or payable by an Indemnified Party in respect of such Indemnified Party’s losses, claims, damages and liabilities as to which the indemnity provided for hereunder is unavailable or insufficient (i) in such portion as appropriately reflects the relative benefits received by Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the matters as to which losses, claims, damages or liabilities relate, or (ii) if the allocation provided by (i) above is not permitted by applicable law, in such proportion as appropriately reflects not only the relative benefits referred to in clause (i) but also the relative fault of Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any reasonable legal or other out-of-pocket fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, VFIN’s share of the Transaction Documentsliability hereunder shall not be in excess of the amount of fees actually received by VFIN under the Agreement (excluding any amounts received as reimbursement of expenses by VFIN). 4. These Indemnification Provisions shall remain in full force and effect and survive the expiration of the term of the Agreement, and hereby irrevocably waives, and agrees not shall be in addition to assert in any Action liability that Company might otherwise have to any Indemnified Party under the Agreement or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingotherwise. 5. Each party hereby irrevocably waives hereto consents to personal jurisdiction and service of process and consents to process being served venue in any such Action or Proceeding court in the State of New York in which any claim for indemnity is brought by mailing a copy thereof via registered or certified mail or overnight delivery any Indemnified Person, except as provided in Section 12 (with evidence of deliveryc) 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 domestic Laws of the State of New York, Delaware without regard giving effect to the principles of conflicts any choice or conflict of law thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by Parties irrevocably and unconditionally (i) submits and consents in any Action arising out of or related to this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in and/or the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits Escrow Agreement to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state and or federal courts sitting court within the State of Delaware) (including, without limitation, any such Action seeking equitable relief pursuant to Section 7(p) of this Agreement), (ii) agrees that all claims in the City of New York, Borough of Manhattan for the adjudication respect of any dispute hereunder such Action must be heard and determined exclusively in such courts, (iii) agrees that it shall not attempt to deny or in connection herewith defeat such personal jurisdiction by motion or with any transaction contemplated hereby or discussed herein other request for leave from such courts, (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and iv) agrees not to assert bring any Action arising out of or relating to this Agreement or the Escrow Agreement in any Action or Proceedingother court, and (v) waives any claim that it is not personally subject defense of inconvenient forum to the jurisdiction maintenance of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingso brought. Each party hereby irrevocably waives personal consents to the service of process and consents outside the territorial jurisdiction of the courts referred to process being served in this Section 7(h) in any such Action or Proceeding by mailing a copy copies thereof via by registered or certified mail United States mail, postage prepaid, return receipt requested, to its address as specified in or overnight delivery (with evidence pursuant to Section 7(g). However, the foregoing shall not limit the right of delivery) a party 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 thereofon the other Party by any other legally available method. Nothing contained herein Each of the Parties agrees that a final judgment in any Action in such court as provided above shall be deemed to limit conclusive and may be enforced in any way any right to serve process other jurisdictions by suit on the judgment or in any other manner permitted provided by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingapplicable Law.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Note 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 conflict of law laws thereof. Each party agrees that all legal Proceedings proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Agreement and any other of the Transaction Documents (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in New York County, New York (the City of “New YorkYork Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan York Courts 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 Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such Action or Proceeding is New York Courts are improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an Action action or Proceeding proceeding to enforce any provisions of the Transaction Documentsthis Note, then, in addition to the obligations of the Company elsewhere in this Agreement, then the prevailing party in such Action action or Proceeding proceeding shall be reimbursed by the non-prevailing other party for its reasonable attorneys’ fees and other costs and expenses incurred with in the investigation, preparation and prosecution of such Action action or Proceedingproceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws Law of the State of New York, Delaware without regard giving effect to the principles of conflicts of law thereof. Each party agrees thereof or of any other jurisdiction that all legal Proceedings concerning would result in the interpretations, enforcement and defense application of the Law of any other jurisdiction, except that, notwithstanding the foregoing, except as otherwise set forth in the Debt Commitment Letter as in effect as of the date of this Agreement, any legal suit, action, litigation, proceeding or claim (whether at law, in equity, in contract, in tort, or otherwise) against any of the Debt Financing Source Parties shall be exclusively governed by, and construed in accordance with, the Law of the State of New York; provided, however, with respect to the Debt Commitment Letter: (i) the interpretation of the definition of Target Material Adverse Effect (as defined in the Debt Commitment Letter) and whether or not a Target Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Specified Purchase Agreement Representations (as defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent, Merger Sub or their respective Affiliates have the right (determined without regard to any notice requirement) to terminate its obligations under this Agreement, or to decline to consummate the Transactions and (iii) the determination of whether such transactions contemplated by have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the Law of the State of Delaware without giving effect to conflicts of law principles that would result in the application of the Law of any other jurisdiction. (b) The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the State of Delaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The Parties hereby consent to 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 other papers in connection with any such Proceeding in the manner provided in Section 10.05 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Party in any way relating to this Agreement, the Debt Financing or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or any other Transaction Documents (whether brought against a party hereto letter or its respective affiliatesagreement related to the Debt Financing or the performance thereof, directors, officers, shareholders, partners, members, employees in any forum other than any State or agents) shall be commenced exclusively Federal court sitting in the state and federal courts sitting Borough of Manhattan in the City of New York. . (c) Each party Party hereby irrevocably submits to the exclusive jurisdiction of the state consents and federal courts sitting in the City of New Yorkagrees, Borough of Manhattan for the adjudication benefit of each other Party, that any dispute hereunder legal action, suit or in connection herewith or with any transaction contemplated hereby or discussed herein (including proceeding against it with respect to the confirmation and/or enforcement of an award rendered in a Delaware court pursuant hereto (an “Award”) may be brought in any court in a jurisdiction where the assets of such Party are located, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding to confirm or enforce an Award. Each Party waives any objection which it may now or hereafter have to the laying of venue of any of the Transaction Documents)aforesaid actions, suits or proceedings brought in any such court to confirm an Award and hereby irrevocably waives, further waives and agrees not to assert in any Action plead or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action court that any such 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 proceeding brought therein has been brought 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedinginconvenient forum.

Governing Law; Exclusive Jurisdiction. 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 YorkDelaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings 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, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkCastle County, Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkCastle County, 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), and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any either party shall commence an Action action, suit or Proceeding proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.9, the prevailing party in such Action action, suit or Proceeding proceeding shall be reimbursed by the non-prevailing other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action action or Proceedingproceeding.

Governing Law; Exclusive Jurisdiction. 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 and governed by the internal laws of the State of New YorkIllinois, without regard giving effect to its conflict of law principles. Any dispute, claim or controversy arising out of this Agreement or otherwise between the parties, including but not limited to the principles breach, termination, enforcement, interpretation or validity of conflicts any provision of law thereof. Each party agrees that all legal Proceedings concerning this agreement and the interpretations, enforcement scope and defense applicability of the transactions contemplated agreement to arbitrate contained in this paragraph, shall be determined by arbitration before FINRA Dispute Resolution. The arbitration shall be administered by FINRA pursuant to the FINRA Code of Arbitration Procedure for Industry Disputes. The arbitration shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. If the foregoing correctly sets forth our understanding with respect to the foregoing, please so indicate by signing below, at which time this Agreement letter shall become a binding agreement. March Capital Corp By: Xxxxxxx X. Xxxx Accepted and any other Transaction Documents Agreed: ………………………… By: …………………. 1. Company agrees to (whether brought against a party hereto or a) reimburse Banker, its affiliates and their respective affiliates, directors, officers, employees, agents, independent contractors and controlling persons (each, an “Indemnified Party”) promptly, upon demand, for actual, out-of-pocket expenses (including reasonable fees and expenses for legal counsel) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any litigation, proceeding or other action in connection with or arising out of or relating to the engagement of Banker under the Agreement, or any actions taken or omitted, services performed or matters contemplated by or in connection with the Agreement, (collectively, a “Claim”); (b) not to assert claims against or recover from an Indemnified Party for losses, claims, damages or liabilities to Company or its shareholders, partnersarising out of or in connection with this engagement or the performance by Banker of services on behalf of Company; and (c) to indemnify and hold harmless each Indemnified Party from and against any and all out-of-pocket losses, membersclaims, employees damages and liabilities, joint or agentsseveral, to which any Indemnified Party may become subject, including any amount paid in settlement of any litigation or other action (commenced or threatened) to which Company shall have consented in writing (such consent not to be unreasonably withheld), whether or not any Indemnified Party is a party and whether or not liability resulted; provided, however, that Company shall not be liable in respect of any loss, claim, damage or liability to the extent that a court or other agency having competent jurisdiction shall have determined by final judgment (not subject to further appeal) that such loss, claim, damage or liability shall have been incurred solely as a direct result of the willful misconduct or gross negligence of such Indemnified Party. 2. In the event that there is a conflict or potential conflict of interests as between Company and an Indemnified Party in the reasonable judgment of counsel for such Indemnified Party, then such Indemnified Party shall have the right to retain separate legal counsel of its own choice to conduct the defense and all related matters in connection with any Claim. Company shall pay the reasonable fees and expenses of such legal counsel, and such counsel shall to the fullest extent, consistent with its professional responsibilities, cooperate with Company and any legal counsel designated by Company. 3. Company will not, without the prior written consent of each Indemnified Party settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be reasonably sought hereunder (whether or not any Indemnified Party is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Party against whom such Claim may be brought from any and all liability arising out of such Claim. 4. In the event the indemnity provided for hereunder is unavailable or insufficient to hold any Indemnified Party harmless, then Company shall contribute to amounts paid or payable by an Indemnified Party in respect of such Indemnified Party’s losses, claims, damages and liabilities as to which the indemnity provided for hereunder is unavailable or insufficient (i) in such portion as appropriately reflects the relative benefits received by Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the matters as to which losses, claims, damages or liabilities relate, or (ii) if the allocation provided by (i) above is not permitted by applicable law, in such proportion as appropriately reflects not only the relative benefits referred to in clause (i) but also the relative fault of Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be commenced exclusively deemed to include any reasonable legal or other out-of-pocket fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the state provisions hereof, the share of the liability hereunder allocable to Indemnified Parties shall not be in excess of the amount of fees actually received by Banker under the Agreement (excluding any amounts received as reimbursement of expenses by Banker). 5. These Indemnification Provisions shall remain in full force and federal courts sitting effect and survive the expiration of the term of the Agreement, and shall be in addition to any liability that Company might otherwise have to any Indemnified Party under the City of New YorkAgreement or otherwise. 6. Each party hereby irrevocably submits hereto consents to the exclusive personal 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served venue in any such Action or Proceeding court in the State of Illinois in which any claim for indemnity is brought by mailing a copy thereof via registered or certified mail or overnight delivery any Indemnified Person, except as provided in Section 12 (with evidence of deliveryd) 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 other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All Except as otherwise provided under the Security Documents, 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 Laws of the State of New YorkCayman Islands, without regard to the principles of conflicts of law Law thereof. Each party agrees that all legal Actions or 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, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting located in the City of New YorkXxxxxx Town, Cayman Islands. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City of New YorkXxxxxx Town, Borough of Manhattan Cayman Islands 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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such 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 other manner permitted by lawLaw. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. 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 YorkDelaware, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Agreement and State of Delaware or any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsjurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of New Yorkany jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and or federal courts sitting in the City of New York County, New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or by any of the Transaction Documents or discussed herein or therein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or 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 Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, thenAND AGREES NOT TO REQUEST, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.