Common use of Governing Law; Jurisdiction and Venue; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its rules of conflict of laws. Each of Parent and Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Nevada Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America located in the State of Nevada, and appellate courts therefrom, (collectively, the “Nevada Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Nevada Courts and agrees not to plead or claim in any Nevada Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Nevada, to appoint and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada Delaware without regard to its rules of conflict of laws. Each of Parent and Seller hereby the parties hereto irrevocably and unconditionally consents agrees that any legal action or proceeding with respect to submit to the exclusive jurisdiction of the courts of Nevada Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America located in the State of Nevadathis Agreement, and appellate courts therefrom, (collectively, the “Nevada Courts”) rights and obligations arising hereunder or for recognition and enforcement of any litigation arising out judgment in respect of or relating to this Agreement and the transactions contemplated hereby (rights and agrees not to commence any litigation relating thereto except in such courts)obligations arising hereunder brought by the other party hereto or its successors or assigns, waives any objection to the laying of venue of any such litigation shall be brought and determined exclusively in the Nevada Courts Delaware Court of Chancery and agrees not any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to plead accept jurisdiction over a particular matter, any state or claim in any Nevada Court that such litigation brought therein has been brought in any inconvenient forumfederal court within the State of Delaware). Each of the parties hereto agreeshereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action or proceeding 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 serve in accordance with this Section 10.7, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such party court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof, may not otherwise subject be enforced in or by such courts. Each of the parties hereto irrevocably consents to the service of process in out of the Delaware Court of Chancery and any state appellate court therefrom within the State of NevadaDelaware (or, if the Delaware Court of Chancery declines to appoint and maintain an agent in accept jurisdiction over a particular matter, any state or federal court within the State of Nevada as Delaware) in any such party’s agent for acceptance action or proceeding by the mailing of legal processcopies thereof by registered mail, and (b) that postage prepaid, to it its address set forth in Section 10.3 of this Agreement, such service of process may also to be made on effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevadaapplicable law. EACH OF THE PARTIES HERETO PARENT, PURCHASER AND SELLER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY OR THE ACTIONS OF PARENT, PURCHASER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada Delaware without regard to its rules of conflict of laws. Each of Parent and Seller hereby irrevocably and unconditionally the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the courts of Nevada Delaware Court of Chancery, New Castle County, or if no such state that court has proper does not have jurisdiction, then the Federal a federal court of the United States of America located sitting in the State of Nevada, and appellate courts therefrom, (collectively, the “Nevada Courts”) for Delaware in any litigation action or proceeding arising out of or relating to this Agreement and or any of the transactions contemplated hereby by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) 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 (d) agrees not to commence bring any litigation action or proceeding arising out of or relating thereto except in such courts), waives to this Agreement or any objection to of the laying of venue of any such litigation in the Nevada Courts and agrees not to plead or claim transactions contemplated by this Agreement in any Nevada Court that such litigation brought therein has been brought in any inconvenient forumother court. Each of the parties hereto agrees, (a) waives any defense or inconvenient forum to the extent such maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party is with respect thereto. Notwithstanding the foregoing, each of the parties hereto agrees that it will not otherwise subject bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to service this Agreement or any of process the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of NevadaNew York, to appoint and maintain an agent County of New York, or, if under applicable law exclusive jurisdiction is vested in the State Federal courts, the United States District Court for the Southern District of Nevada as such party’s agent for acceptance of legal processNew York (and appellate courts thereof). To the extent permitted by applicable law, and (b) that any party hereto may make service of process may also be made on such another party by prepaid certified mail with sending or delivering a proof copy of mailing receipt validated the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9.3. Nothing in this Section 9.7, however, shall affect the right of any party to serve legal process in any other manner permitted by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevadalaw. EACH OF PARENT, MERGER SUB AND THE PARTIES HERETO COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY, INCLUDING THE FINANCING, OR THE ACTIONS OF PARENT, MERGER SUB OR COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws Laws of the State of Nevada Delaware without regard reference to its rules such state’s principles of conflict conflicts of lawsLaw. Each of Parent and Seller hereby the parties hereto irrevocably and unconditionally (x) consents to submit to the exclusive jurisdiction of the state courts of Nevada Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America located in the State of NevadaNevada located within Xxxxx County, and appellate courts therefrom, (collectively, the “Nevada Courts”) for in connection with any litigation matter based upon or arising out of or relating to this Agreement and or the transactions matters contemplated hereby (herein and agrees that no action, suit or proceeding in connection therewith shall be brought by it or any of its subsidiaries in any other courts, (y) agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware for such Persons and (z) waives and covenants not to commence assert or plead any litigation relating thereto except in objection that such courts)party might otherwise have to such jurisdiction and such process, waives including any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby or that any such litigation in the Nevada Courts and agrees not to plead action, suit or claim proceeding brought in any Nevada Court that such litigation brought therein court has been brought in any an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Nevada, to appoint and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL WAIVE THE RIGHT TO A JURY TRIAL BY JURY IN CONNECTION WITH ANY LEGAL PROCEEDING ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, THE MERGER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada Delaware without regard to its rules of conflict of laws. Each of Parent and Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Nevada Delaware Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America located in the State of NevadaDelaware, and appellate courts therefrom, (collectively, the “Nevada Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Nevada Delaware Courts and agrees not to plead or claim in any Nevada Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of NevadaDelaware, to appoint and maintain an agent in the State of Nevada Delaware as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of NevadaDelaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard Delaware applicable to its rules contracts executed in and to be performed in that State (it being understood that matters of conflict of lawsinternal corporate law relevant to the Company are governed by California Law). Each of Parent and Seller hereby party irrevocably and unconditionally consents to submit and submits to the exclusive jurisdiction of the courts of Nevada Court the State of Chancery, or if no such state court has proper jurisdiction, then the Federal court Delaware and of the United States of America located in the State of Nevada, and appellate courts therefrom, (collectively, the “Nevada Courts”) Delaware for any litigation actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated Transactions, and further agrees that service of any process, summons, notice or document by U.S. registered or certified mail to the party at the address specified in Section 9.2, shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby (irrevocably and agrees not to commence any litigation relating thereto except in such courts), unconditionally waives any objection to the laying of venue of any such litigation action, suit or proceeding arising out of this Agreement or the Transactions in the Nevada Courts courts of the State of Delaware located in Wilmington, Delaware or the United States of America located in Wilmington, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Nevada Court such court that any such litigation action, suit or proceeding brought therein in any such court has been brought in any an inconvenient forum. Each of the parties hereto agreesparty hereby expressly waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement, (a) to the extent such party is not otherwise subject to service of process or under any amendment, instrument, document or agreement delivered or which may in the State of Nevada, to appoint and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal processfuture be delivered pursuant hereto, and (b) agrees that service of process may also any such action or proceeding shall be made on such party by prepaid certified mail with tried before a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force court and effect as if served upon such party personally with the State of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTnot before a jury.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall is governed by, and will be governed by and construed interpreted in accordance with with, the laws of the State of Nevada without regard New York applicable to its rules of conflict of lawscontracts made and to be performed entirely within that State. Each of Parent and Seller The parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Nevada Court the State of Chancery, or if no such state court has proper jurisdiction, then New York and the Federal court federal courts of the United States of America located in the State of Nevada, New York solely in respect of the interpretation and appellate courts therefrom, (collectively, enforcement of the “Nevada Courts”) for any litigation arising out provisions of or relating to this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herein and therein, and hereby (waive, and agrees not agree to commence assert, as a defense in any litigation relating thereto except in such courts)action, waives any objection to suit or proceeding for the laying of venue interpretation or enforcement hereof or of any such litigation in the Nevada Courts and agrees documents, that it is not to plead subject thereto or claim in any Nevada Court that such litigation action, suit or proceeding may not be brought therein has been brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any inconvenient forum. Each of such document may not be enforced in or by such courts, and the parties hereto agrees, (a) irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over the extent person of such party is not otherwise parties and over the subject to service matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the State of Nevadamanner provided in Section 9.06 or in such other manner as may be permitted by law, to appoint shall be valid and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that sufficient service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevadathereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its rules of conflict of laws. Each of Parent and Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Nevada Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America located in the State of NevadaAgreement, and appellate courts therefromany claim, (collectivelysuit, the “Nevada Courts”) for action or proceeding in any litigation way arising out of or relating to this Agreement Agreement, the negotiation, execution or performance of this Agreement, or the Transactions (whether in law or in equity, and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except whether in such courtscontract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery lacks jurisdiction, the United States District Court for the District of Delaware or the Superior Court of the State of Delaware, in any suit, action or proceeding described in the immediately preceding sentence of this Section 10.7(a). Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 10.1. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such litigation action, suit or proceeding arising out of this Agreement or the Transactions in (i) the Nevada Courts Court of Chancery of the State of Delaware, (ii) the United States District Court for the District of Delaware or (iii) the Superior Court of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Nevada Court such court that any such litigation action, suit or proceeding brought therein in any such court has been brought in any an inconvenient forum. Each Notwithstanding the foregoing, each of the parties hereto agreeshereby agrees that it will not bring or support any action, (a) cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source, or any of its representatives, in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the extent such party is not otherwise subject to service Debt Financing or the performance thereof, in any forum other than the Supreme Court of process in the State of NevadaNew York, to appoint and maintain an agent County of New York, or, if under applicable Law exclusive jurisdiction is vested in the State Federal courts, the United States District Court for the Southern District of Nevada as such party’s agent for acceptance of legal processNew York (and appellate courts thereof), and (bthat the provisions of Section 10.7(b) that service relating to the waiver of process may also be made on jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTclaim.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada Delaware without regard to its rules of conflict of laws. Each of the Parent and the Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Nevada Court the State of Chancery, or if no such state court has proper jurisdiction, then the Federal court Delaware and of the United States of America located in the State of Nevada, and appellate courts therefrom, Delaware (collectively, the “Nevada Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Nevada Delaware Courts and agrees not to plead or claim in any Nevada Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of NevadaDelaware, to appoint and maintain an agent in the State of Nevada Delaware as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail mail, with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of NevadaDelaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTEach party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding directly or indirectly arising out of, under or in connection with this Agreement. Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 10.7.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws Laws of the State of Nevada Delaware without regard reference to its rules such state’s principles of conflict conflicts of lawsLaw. Each of Parent and Seller hereby the parties hereto irrevocably and unconditionally (x) consents to submit to the exclusive jurisdiction of the courts of Nevada Court of Chancery, or if no such any state court has proper jurisdiction, then the Federal court of the United States of America located in within the State of Nevada, and appellate courts therefrom, (collectively, the “Nevada Courts”) for Delaware in connection with any litigation matter based upon or arising out of or relating to this Agreement and or the transactions matters contemplated hereby (herein and agrees that no action, suit or proceeding in connection therewith shall be brought by it or any of its subsidiaries in any other courts, (y) agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware for such Persons and (z) waives and covenants not to commence assert or plead any litigation relating thereto except in objection that such courts)party might otherwise have to such jurisdiction and such process, waives including any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby or that any such litigation in the Nevada Courts and agrees not to plead action, suit or claim proceeding brought in any Nevada Court that such litigation brought therein court has been brought in any an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Nevada, to appoint and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL WAIVE THE RIGHT TO A JURY TRIAL BY JURY IN CONNECTION WITH ANY LEGAL PROCEEDING ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, THE MERGER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and all claims and causes of action arising hereunder, whether in contract or tort or otherwise, shall be governed by and construed in accordance with with, and governed in all respects by, the internal laws of the State of Nevada Delaware (without regard giving effect to its rules principles of conflict conflicts of laws). Each Except as required by applicable Legal Requirements (including Communications Laws), with respect to any Legal Proceeding resulting from, relating to or arising out of Parent and Seller hereby this Agreement, each of the parties hereto irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the courts of Nevada Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court Chancery of the United States of America located in the State of NevadaDelaware or, and appellate courts therefrom, (collectivelyif such court will not accept jurisdiction, the “Nevada Courts”) for Superior Court of the State of Delaware or any litigation arising out other court of or relating to this Agreement competent civil jurisdiction sitting in Delaware. In any such Legal Proceeding, each of the parties hereto irrevocably and the transactions contemplated hereby (unconditionally waives and agrees not to commence assert by way of motion, as a defense or otherwise (a) any litigation relating thereto except claim that it is not subject to the jurisdiction of the above courts, (b) that its property is exempt or immune from attachment or execution, (c) that such Legal Proceeding is brought in an inconvenient forum, (d) that the venue of such Legal Proceeding is improper, and (e) that such Legal Proceeding should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other Legal Proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such courts), waives any objection to the laying of venue of any such litigation in the Nevada Courts and agrees not to plead or claim in any Nevada Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) hereby agrees not to commence any Legal Proceeding other than before one of the extent above-named courts. Each of the parties hereto also hereby agrees that any final and unappealable judgment against a party in connection with any such party is not otherwise subject to service of process in the State of Nevada, to appoint Legal Proceeding shall be conclusive and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that service of process may also be made binding on such party by prepaid certified mail with a proof and that such judgment may be enforced in any court of mailing receipt validated by competent jurisdiction, either within or outside of the United States Postal Service constituting evidence States. Each of valid service. Service made pursuant the parties to (a) this Agreement irrevocably agrees that, except as specifically set forth in the Commitment Letter, all claims or (b) above shall have the same legal force and effect as if served upon such party personally with the State causes of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.action, whether at

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS, BOTH SUBSTANTIVE AND PROCEDURAL OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS OF NEW YORK LAW). Except as otherwise expressly provided for in accordance with this Agreement, each Party hereby irrevocably submits to the laws non-exclusive jurisdiction of the Federal District Court of New York or the courts of the State of Nevada without regard New York located in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any Contemplated Transactions, and hereby irrevocably waives, and agrees not to its rules assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of conflict any such court, that such Proceeding is brought in an inconvenient forum or that the venue of lawssuch Proceeding is improper. Each of Parent and Seller Party hereby irrevocably waives personal service of process and unconditionally consents to submit process being served in any such Proceeding by mailing a copy thereof to such Party at the exclusive jurisdiction address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In any controversy, claim or judicial action arising from or relating to this Agreement or any of the courts Contemplated Transactions each of Nevada Court of Chancerythe Parties waives any rights to trial by jury it may have, or if no such state court has proper jurisdiction, then whether the Federal action is before a court of any judicial district in the State of New York, the United States of America located in the State of Nevada, and appellate courts therefrom, (collectively, the “Nevada Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Nevada Courts and agrees not to plead or claim in any Nevada Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Nevada, to appoint and maintain an agent in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTotherwise.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada Delaware applicable to contracts to be made and performed entirely therein without regard giving effect to its rules the principles of conflict conflicts of lawslaw thereof or of any other jurisdiction. Each of Parent and Seller the parties hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of the courts of Nevada Court of ChanceryChancery of the State of Delaware, or or, if no such state court has proper jurisdiction, then the Federal court U.S. District Court for the District of the United States of America located in the State of NevadaDelaware, and any appellate courts therefromcourt from any court thereof, (collectively, the “Nevada Courts”) for in any litigation action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions or thereby or for recognition or enforcement of any judgment relating thereto, and each of the transactions contemplated parties hereby irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such action or proceeding except in such courts), waives (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, if no such state court has proper jurisdiction, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such litigation in the Nevada Courts and agrees not to plead action or claim proceeding in any Nevada Court that such litigation brought therein has been brought Delaware state or Federal court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any inconvenient forumsuch Delaware state or Federal court. Each of the parties hereto agrees, (a) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the extent such party is not otherwise subject to service of process outside the territorial jurisdiction of the courts referred to in the State of Nevadathis Section 5.7 in any such action or proceeding by mailing copies thereof by registered United States mail, postage prepaid, return receipt requested, to appoint and maintain an agent its address as specified in or pursuant to Section 5.3. However, the State foregoing shall not limit the right of Nevada as such party’s agent for acceptance of legal process, and (b) that a party to effect service of process may also be made on such the other party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid serviceany other legally available method. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevada. PARENT AND EACH OF THE PARTIES HERETO STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY OR THE ACTIONS OF PARENT OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada Delaware without regard to its rules of conflict of laws. Each of Parent and Seller Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Nevada Delaware Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America U.S. located in the State of NevadaDelaware, and appellate courts therefrom, (collectively, the “Nevada Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Nevada Delaware Courts and agrees not to plead or claim in any Nevada Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of NevadaDelaware, to appoint and maintain an agent in the State of Nevada Delaware as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States U.S. Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of NevadaDelaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with under the laws of the State of Nevada without regard New York in all respects as such laws are applied to its rules agreements among New York State residents entered into and performed entirely within the State of conflict of lawsNew York. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of Parent the transactions contemplated by this Agreement and Seller the Purchased Shares shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the state and federal courts of Nevada Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the United States of America located sitting in the State City of NevadaNew York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and appellate courts therefromhereby irrevocably waives, (collectively, the “Nevada Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence assert in any litigation relating thereto except in such courts)action or proceeding, waives any objection claim that it is not personally subject to the laying of venue jurisdiction of any such litigation court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby 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 Nevada Courts address in effect for notices to it under this Agreement and agrees not to plead or claim in any Nevada Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in the State of Nevada, any way any right to appoint and maintain an agent serve process in the State of Nevada as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party any other manner permitted by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally with the State of Nevadalaw. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY.