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 and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: parties hereto (a) submits for consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any legal action or proceeding arising out of or relating solely to this Agreement and the Warrant or any of the transactions contemplated herebyby this Agreement, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents agrees that any 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 bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought in such courts, and waives any objection bond, surety or other security that might be required of any other party with respect thereto. Notwithstanding the foregoing, each of the parties hereto agrees that it may now will not bring or hereafter have 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 this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the venue of any such action Commitment Letter or proceeding the performance thereof, in any such court or that such action or proceeding was brought forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in an inconvenient court the Federal courts, the United States District Court for the Southern District of New York (and agrees not to plead or claim the same to appellate courts thereof). To the extent permitted by applicable law; (c) agrees that , any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 9.3. Nothing in this Section 9.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitlaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE FINANCING, OR THE ACTIONS OF PARENT, MERGER SUB OR COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent parties hereto irrevocably agrees that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely with respect to this Agreement, and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the Warrant rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the transactions contemplated hereby, to the exclusive jurisdiction Delaware Court of the courts of Chancery and any state appellate court therefrom within the State of New York and Delaware (or, if the Federal courts Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the United States of America; (b) consents that parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in such 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 waives agrees not to assert as a defense, counterclaim or otherwise, in any objection Action or proceeding with respect to this Agreement, (a) any claim that it may now or hereafter have is not personally subject to the venue 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 any such court or that such action or proceeding was is brought in an inconvenient court and agrees forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof, may not to plead be enforced in or claim by such courts. Each of the same parties hereto irrevocably consents to the extent permitted by applicable law; (c) agrees that service of process out of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any such action or proceeding may be effected by the mailing a copy of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at it its address set forth in Section 8.02 or at 10.3 of this Agreement, such other address service of which the other party shall have been notified pursuant thereto; (d) agrees that nothing process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to effect service of serve process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitlaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) PURCHASER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, PURCHASER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Nevada without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent Parent and each Holder of a Warrant each Seller hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely unconditionally consents to this Agreement and the Warrant or the transactions contemplated hereby, submit to the exclusive jurisdiction of the courts of the State Nevada Court of New York and Chancery, or if no such state court has proper jurisdiction, then the Federal courts court of the United States of America; America located in the State of Nevada, and appellate courts therefrom, (bcollectively, the “Nevada Courts”) consents that for any such action litigation arising out of or proceeding may be brought relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding litigation in any such court or that such action or proceeding was brought in an inconvenient court 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 same parties hereto agrees, (a) to the extent permitted by applicable law; 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 (cb) agrees that service of process in any may also be made on such action or proceeding may be effected party by mailing a copy thereof by registered or prepaid certified mail (or any substantially similar form with a proof of mail), postage prepaid, mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite or (b) above shall have the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected same legal force and effect as if served upon such party in personally with the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction State of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) Nevada. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION PROCEEDING ARISING OUT OF OR PROCEEDING IN RELATION RELATED TO THIS AGREEMENT AND OR THE WARRANTS ISSUED HEREUNDERTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to Parent and the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each Seller hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely unconditionally consents to this Agreement and the Warrant or the transactions contemplated hereby, submit to the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal courts of the United States of America; America located in the State of Delaware (bthe “Delaware Courts”) consents that for any such action litigation arising out of or proceeding may be brought relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding litigation in any such court or that such action or proceeding was brought in an inconvenient court the Delaware Courts and agrees not to plead or claim in any 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 Delaware, to appoint and maintain an agent in the State of 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 Delaware. Each party hereto hereby waives, to the fullest extent permitted by applicable law; (c) agrees that service of process Law, any right it may have to a trial by jury in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement respect of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or other proceeding brought directly or indirectly arising out of, under or in such a court may be enforced in the courts connection with this Agreement. Each party hereto (a) certifies that no representative, agent or attorney of any jurisdiction to which such other party is subject by a suit upon such judgmenthas represented, provided that service of process is effected upon such party in the manner specified herein expressly or as otherwise permitted by applicable law; (f) agrees that to the extent otherwise, that such party has or hereafter may acquire any immunity from jurisdiction would not, in the event of any court action, suit or from any legal process with respect proceeding, seek to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement enforce the foregoing waiver and (b) acknowledges that it and the Warrants issued hereunderother parties hereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERmutual waiver and certifications in this Section 10.7.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement is governed by, and the Warrants shall will be governed by and construed interpreted in accordance with with, the laws of the State of New York (without giving effect applicable to any principles of conflicts of laws thereof contracts made and to be performed entirely within that would result in the application of the laws of any other jurisdiction, except State. The parties hereby irrevocably submit to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal federal courts of the United States of America; (b) consents America located in the State of New York solely 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 contemplated herein and therein, and hereby waive, and agree to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documents, that it is not subject thereto or that such action, suit or 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 hereto irrevocably agree that all claims with respect to such action or proceeding may shall be brought heard and determined in such courts, New York state or federal court. The parties hereby consent to and waives grant any objection such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that it may now mailing of process or hereafter have to the venue of other papers in connection with any such action or proceeding in any the manner provided in Section 9.06 or in such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent other manner as may be permitted by applicable law; (c) agrees that , shall be valid and sufficient service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION PROCEEDING ARISING OUT OF OR PROCEEDING IN RELATION RELATED TO THIS AGREEMENT AND OR THE WARRANTS ISSUED HEREUNDERTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: parties hereto (a) submits for consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any legal action Action or proceeding arising out of or relating solely to this Agreement and the Warrant or any of the transactions contemplated herebyby this Agreement, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents agrees that any all claims in respect of such action 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 bring any Action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any Action or proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that Law, any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 9.3. Nothing in this Section 9.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitLaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement Agreement, and any claim, suit, action or proceeding in any way arising out of or relating to this Agreement, the Warrants negotiation, execution or performance of this Agreement, or the Transactions (whether in law or in equity, and whether in contract or in tort or otherwise), shall be governed by and construed in accordance with enforced pursuant to the laws of the State of New York (without giving effect to any principles Delaware, its rules of conflicts conflict of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder)notwithstanding. The Company, the Warrant Agent and each Holder of a Warrant each Each party hereby irrevocably agrees and unconditionally: (a) submits for itself in any legal action or proceeding relating solely consents to this Agreement and the Warrant or the transactions contemplated hereby, be subject to the exclusive jurisdiction of the courts Court of Chancery of the State of New York and Delaware, or, if the Federal courts Court of Chancery lacks jurisdiction, the United States District Court for the District of America; (b) consents that Delaware or the Superior Court of the State of Delaware, in any such suit, action or proceeding may be brought described in such courts, and waives any objection that it may now or hereafter have the immediately preceding sentence of this Section 10.7(a). Each party hereby irrevocably consents to the venue service of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of all process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in by the delivery of such a court may be enforced in the courts of any jurisdiction process to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party at the address and in the manner specified herein provided in Section 10.1. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or as otherwise permitted by proceeding arising out of this Agreement or the Transactions in (i) the 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 such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any 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 Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law;Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), and that the provisions of Section 10.7(b) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim. (fb) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its propertyEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION LITIGATION DIRECTLY OR PROCEEDING IN RELATION INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND THE WARRANTS ISSUED HEREUNDERCERTIFICATIONS IN THIS SECTION 10.7(b).

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Amendment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant Amendment or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 of the Warrant Agreement or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderAmendment, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERAMENDMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement and the Warrants shall be governed by by, interpreted under, and construed in accordance with the internal laws of the State of New York (applicable to agreements made and to be performed within the State of New York, without giving effect to any principles of conflicts of laws choice-of-law provisions thereof that would result in compel the application of the substantive laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally:. (ab) submits for itself in To the fullest extent permitted by applicable law, each party hereto (i) agrees that any legal claim, action or proceeding relating solely to by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for the Southern District of New York and in any New York State court located in the Warrant Borough of Manhattan and not in any other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of New York for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (biii) consents that any such action or proceeding may be brought in such courts, and irrevocably waives any objection that which it may now or hereafter have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such proceeding brought in such a court or that such action or proceeding was has been brought in an inconvenient court forum and agrees not to plead or claim the same to the extent permitted by applicable law; (civ) agrees that irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by via registered or certified mail or overnight delivery (or any substantially similar form with evidence of mail), postage prepaid, delivery) to such party at the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) effect for notices to it under this Agreement and agrees that nothing such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall affect the be deemed to limit in any way any right to effect service of serve process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto;law. (ec) agrees that final judgment in any such suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY EACH PARTY HERETO WAIVES ANY AND UNCONDITIONALLY WAIVES ALL RIGHTS THE PARTY MAY HAVE TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING IN RELATION TO DISPUTE ARISING UNDER THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDEROR IN CONNECTION WITH IT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws Laws of the State of New York (Delaware without giving effect reference to any such state’s principles of conflicts of laws thereof that would result in the application Law. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby parties hereto irrevocably and unconditionally: (ax) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, consents to the exclusive jurisdiction of the state courts of the State of New York Nevada located within Xxxxx County, Nevada in connection with any matter based upon or arising out of this Agreement or the matters contemplated 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 Federal courts Laws of the United States State of America; Delaware for such Persons and (bz) consents waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction and such process, 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 action action, suit or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was has been brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)forum. THE PARTIES HERETO IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTIONS, postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION SUITS OR PROCEEDING IN RELATION PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREEMENT, THE WARRANTS ISSUED HEREUNDERMERGER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware, without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except regard to the extent choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters any Proceeding relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the Warrant or the transactions contemplated herebymanner, to the exclusive jurisdiction of party and at the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at 9.3, and service so made shall be complete as stated in such other address of which Section. The Seller Parties expressly acknowledge the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect notice and service of process to Seller for each of them in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition accordance with Section 9.3 and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitthis Section 9.4. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ARISING FROM ANY LEGAL ACTION SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR PROCEEDING IN RELATION ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERDEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: parties hereto (a) submits for consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any legal action Action or proceeding arising out of or relating solely to this Agreement and the Warrant or any of the transactions contemplated herebyby this Agreement, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents agrees that any all claims in respect of such action 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 bring any Action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any Action or proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that Law, any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 5.3. Nothing in this Section 5.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) Law. PARENT AND EACH OF THE STOCKHOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Warrant shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, Company and the Warrant Agent and each Holder of a this Warrant each hereby irrevocably and unconditionally: (ai) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof; (bii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 the Register or at such other address of which the other party shall have been notified pursuant theretoto the provisions of the Warrant Agreement; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ai) are not available despite the intentions of the parties hereto; (ev) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (fvi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderWarrant Certificate, to the extent permitted by applicable law; and (gvii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND WARRANT CERTIFICATE. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. The undersigned holder (the “Holder”) hereby elects to exercise the right, represented by this Warrant Certificate, to acquire shares of Common Stock to be settled pursuant to the procedures set forth in the Warrant Agreement. The Holder requests that delivery of such shares be made through the facilities of The Depository Trust Company as follows. DTC Participant ______________________________________________________________ Participant Account Number: ______________________________________________ Contact Person: _______________________________________________________________ Telephone: ___________________________________________________________________ E-mail address: ________________________________________________________________ Payment of the Exercise Price shall, at the option of the Company, be either by Net Share Settlement as set forth in Sections 4.01(b) and (c) of the Warrant Agreement or through the procedures (including payment) for Full Share Settlement as set forth in Sections 4.01(b) and 4.01(d) of the Warrant Agreement. [This exercise is made in connection with [insert relevant public offering or sale of the Company] and is conditioned upon consummation of such transaction. The exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.] If said number of shares is less than all of the shares of Common Stock issuable hereunder, the Holder requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is . The undersigned represents and warrants that (x) it is a qualified institutional buyer (as defined in Rule 144A) and is receiving the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is issuing the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act; or (z) it is receiving the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to receiving Warrant Shares pursuant to clause (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit C to the Warrant Agreement. Prior to receiving Warrant Shares pursuant to clause (y) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and/or an opinion of counsel. Prior to receiving Warrant Shares pursuant to clause (z) above, the Company and the Warrant Agent may request appropriate certificates and/or an opinion of counsel. Date: Signature [ Signature Guaranteed] Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Warrant Certificate on the books of the Company with full power of substitution in the premises. [THE WARRANTS ISSUED HEREUNDER.FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Warrant Certificate occurring prior to the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising; and (iii) further as follows:

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws Laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent Company and each Holder of a Warrant Registrable Security each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth herein or in Section 8.02 the applicable register for the Registrable Securities or at such other address of which the other party shall have been notified pursuant theretohereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law Law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable lawLaw; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderAgreement, to the extent permitted by applicable lawLaw; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERAGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent Parent and each Holder of a Warrant each Seller hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely unconditionally consents to this Agreement and the Warrant or the transactions contemplated hereby, submit to the exclusive jurisdiction of the courts of the State Delaware Court of New York and Chancery, or if no such state court has proper jurisdiction, then the Federal courts court of the United States of America; America located in the State of Delaware, and appellate courts therefrom, (bcollectively, the “Delaware Courts”) consents that for any such action litigation arising out of or proceeding may be brought relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding litigation in any such court or that such action or proceeding was brought in an inconvenient court the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the same parties hereto agrees, (a) to the extent permitted by applicable law; such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (cb) agrees that service of process in any may also be made on such action or proceeding may be effected party by mailing a copy thereof by registered or prepaid certified mail (or any substantially similar form with a proof of mail), postage prepaid, mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite or (b) above shall have the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected same legal force and effect as if served upon such party in personally with the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction State of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) Delaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION PROCEEDING ARISING OUT OF OR PROCEEDING IN RELATION RELATED TO THIS AGREEMENT AND OR THE WARRANTS ISSUED HEREUNDERTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. 10.4.1. This Agreement and the Warrants shall is to be governed by and construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any principles choice of conflicts of laws thereof law rule that would result in cause the application of the laws of any jurisdiction other jurisdiction, except to than the extent that the New York conflicts of laws principles would apply applicable internal laws of the Republic State of Panama New York to internal matters relating to corporations organized thereunder)the rights and duties of the parties. 10.4.2. The CompanyFor purposes of any suit, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or other legal proceeding relating solely to this Agreement and the Warrant or the transactions contemplated herebyenforcement of any provision of this Agreement, each party hereto hereby expressly and irrevocably submits and consents to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the Federal courts of the United States District Court for the Southern District of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to New York for the venue purposes of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or legal proceeding, including to enforce any settlement, order or award; and agrees that such state and federal courts shall be deemed to be a convenient forum; and waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in such court any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such a court proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. 10.4.3. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service the State of process is effected upon such party New York sitting in the manner specified herein borough of Manhattan and the United States District Court for the Southern District of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or as otherwise permitted by applicable law; (f) agrees that to the extent otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction. 10.4.4. Each party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect hereto hereby knowingly, voluntarily, and intentionally waives the right to itself or its property, such party hereby irrevocably waives such immunity a trial by jury in respect of its obligations any litigation arising out of, under or in connection with this Agreement and the Warrants issued hereunderAgreement, this waiver being a material inducement for each such party to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERenter into this Agreement.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York Delaware applicable to contracts executed in and to be performed in that State (without giving effect to any principles it being understood that matters of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except internal corporate law relevant to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunderCompany are governed by California Law). The Company, the Warrant Agent and each Holder of a Warrant each hereby Each party irrevocably and unconditionally: (a) unconditionally consents and submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal courts of the United States of America; (b) consents America located in the State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and the 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 action or proceeding may be brought in such courts, court. Each party hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action action, suit or proceeding arising out of this Agreement or the Transactions in any such court the courts of the State of Delaware located in Wilmington, Delaware or that such action or proceeding was brought the United States of America located in an inconvenient court Wilmington, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby expressly waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement, or under any amendment, instrument, document or agreement delivered or which may in the same to the extent permitted by applicable law; (c) future be delivered pursuant hereto, and agrees that service of process in any such action or proceeding may shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such tried before a court may be enforced in the courts of any jurisdiction to which such party is subject by and not before a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERjury.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (i) This Agreement and the Warrants shall be governed by by, and construed in accordance with with, the laws of the State of New York (without giving effect regard to any principles of the conflicts of laws thereof that would result law rules or principles thereof. (ii) Each party hereto consents to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or in the application event (but only in the event) such court does not have subject matter jurisdiction, of the laws State Courts of any other jurisdiction, except to the extent that the New York conflicts sitting in New York City, for any actions, suits or proceedings arising out of laws principles would apply applicable laws of the Republic of Panama to internal matters or relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant transactions contemplated hereby. Each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts. Each party hereto unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees court that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitaction, action suit or proceeding brought in any such a court may be enforced has been brought in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;an inconvenient forum. (fiii) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED UPON ANY CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREEMENT, THE WARRANTS ISSUED HEREUNDERTRANSACTIONS CONTEMPLATED HEREBY OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants 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 New York Delaware (without giving effect to any principles of conflicts of laws thereof that would result in the application laws). Except as required by applicable Legal Requirements (including Communications Laws), with respect to any Legal Proceeding resulting from, relating to or arising out of this Agreement, each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby parties hereto irrevocably and unconditionally: (a) unconditionally submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts Court of Chancery of the State of New York and Delaware or, if such court will not accept jurisdiction, the Federal courts Superior Court of the United States State of America; Delaware or any other court of competent civil jurisdiction sitting in Delaware. In any such Legal Proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise (a) any claim that it is not subject to the jurisdiction of the above courts, (b) consents that any such action its property is exempt or proceeding may be brought in such courtsimmune from attachment or execution, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or (c) that such action or proceeding was 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 and 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. Each of the parties hereto hereby agrees not to plead or claim commence any Legal Proceeding other than before one of the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions above-named courts. Each of the parties hereto; (e) hereto also hereby agrees that any final and unappealable judgment against a party in connection with any such suit, action or proceeding brought in Legal Proceeding shall be conclusive and binding on such a court party and that such judgment may be enforced in any court of competent jurisdiction, either within or outside of the courts United States. Each of any jurisdiction the parties to which such party is subject by a suit upon such judgmentthis Agreement irrevocably agrees that, provided that service of process is effected upon such party except as specifically set forth in the manner specified herein Commitment Letter, all claims or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction causes of any court or from any legal process with respect to itself or its propertyaction, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER.whether at

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York Delaware (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal courts of the United States of America;America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto;thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx sxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto;hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent Parent and each Holder of a Warrant each Company hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely unconditionally consents to this Agreement and the Warrant or the transactions contemplated hereby, submit to the exclusive jurisdiction of the courts of Delaware Court of Chancery, or if no such state court has proper jurisdiction, then the Federal court of the U.S. located in the State of New York Delaware, and appellate courts therefrom, (collectively, the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the Federal courts of the United States of America; transactions contemplated hereby (b) consents that and agrees not to commence any such action or proceeding may be brought litigation relating thereto except in such courts), and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding litigation in any such court or that such action or proceeding was brought in an inconvenient court the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the same parties hereto agrees, (a) to the extent permitted by applicable law; such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (cb) agrees that service of process in any may also be made on such action or proceeding may be effected party by mailing a copy thereof by registered or prepaid certified mail (or any substantially similar form with a proof of mail), postage prepaid, mailing receipt validated by U.S. Postal Service constituting evidence of valid service. Service made pursuant to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite or (b) above shall have the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected same legal force and effect as if served upon such party in personally with the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction State of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) Delaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION PROCEEDING ARISING OUT OF OR PROCEEDING IN RELATION RELATED TO THIS AGREEMENT AND OR THE WARRANTS ISSUED HEREUNDERTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (York, without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except regard to the extent choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters any Proceeding relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement brought by the Buyer or Real Property Buyer shall be brought solely in a state or federal court of competent jurisdiction located in Monroe County, New York and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. Each party hereto agrees that any Proceeding relating to this Agreement brought by the Warrant Seller Parties shall be brought solely in a state or federal court of competent jurisdiction located in Cuyahoga County, Ohio and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the transactions contemplated herebymanner, to the exclusive jurisdiction of party and at the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at 10.3, and service so made shall be complete as stated in such other address of which Section. The Seller Parties expressly acknowledge the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect notice and service of process to Seller for each of them in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition accordance with Section 10.3 and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitthis Section 10.4. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ARISING FROM ANY LEGAL ACTION SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR PROCEEDING IN RELATION ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERDEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Warrant shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, Company and the Warrant Agent and each Holder of a this Warrant each hereby irrevocably and unconditionally: (ai) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof; (bii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 the Register or at such other address of which the other party shall have been notified pursuant theretoto the provisions of the Warrant Agreement; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ai) are not available despite the intentions of the parties hereto; (ev) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (fvi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderWarrant Certificate, to the extent permitted by applicable law; and (gvii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND WARRANT CERTIFICATE. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. The undersigned holder (the “Holder”) hereby elects to exercise the right, represented by this Warrant, to acquire shares of Common Stock to be settled pursuant to the procedures set forth in the Warrant Agreement. The Holder requests that delivery of such shares be made through the facilities of The Depository Trust Company as follows. DTC Participant Participant Account Number: Contact Person: Telephone: E-mail address: Payment of the Exercise Price shall, at the option of the Company, be either by Net Share Settlement as set forth in Sections 4.01(b) and (c) of the Warrant Agreement or through the procedures (including payment) for Full Share Settlement as set forth in Sections 4.01(b) and 4.01(d) of the Warrant Agreement. [This exercise is made in connection with [insert relevant public offering or sale of the Company] and is conditioned upon consummation of such transaction. The exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.] If said number of shares is less than all of the shares of Common Stock issuable hereunder, the Holder requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is . The undersigned represents and warrants that (x) it is a qualified institutional buyer (as defined in Rule 144A) and is receiving the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is issuing the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act; or (z) it is receiving the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to receiving Warrant Shares pursuant to clause (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit C to the Warrant Agreement. Prior to receiving Warrant Shares pursuant to clause (y) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and/or an opinion of counsel. Prior to receiving Warrant Shares pursuant to clause (z) above, the Company and the Warrant Agent may request appropriate certificates and/or an opinion of counsel. Date: Signature Signature Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises. [THE WARRANTS ISSUED HEREUNDER.FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Warrant occurring prior to the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising; and (iii) further as follows:

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware, without giving effect to any principles choice of conflicts law or conflict of laws thereof law provision or rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the law of any jurisdiction other than the State of Delaware; provided, however, that notwithstanding anything herein to the contrary, each party hereto (on behalf of itself, its Subsidiaries, and the equityholders, directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers, and other agents, advisors, and representatives of each of them) agrees that any claim, controversy, or dispute of any kind or nature (whether based upon contract, tort, or otherwise) against a Financing Source that is in any way related to this Agreement, the Mergers, the Ancillary Documents, or any of the other transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to any Financing, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law); provided, further, that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any representations made in this Agreement and whether as a result of any inaccuracy thereof any party to this Agreement or any of its respective Affiliates has the right to terminate its obligations under this Agreement, or to decline to consummate the transactions pursuant to this Agreement, and (iii) the determination of whether the Mergers and the other transactions contemplated by this Agreement 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 laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction, except to ) that would cause the extent that the New York conflicts of laws principles would apply applicable laws application of the Republic law of Panama to internal matters relating to corporations organized thereunder). The Company, any jurisdiction other than the Warrant Agent and each Holder State of a Warrant each hereby irrevocably and unconditionally:Delaware. (ab) Each of the parties hereto submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court sitting in the State of Delaware), in any action or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 11.2. Nothing in this Section 11.14, however, shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereto agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law. Notwithstanding anything herein to the contrary, each of the parties hereto (i) agrees (on behalf of itself, its Subsidiaries, and the equityholders, directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers, and other agents, advisors, and representatives of each of them) that it will not bring or support any action, cause of action, claim, cross-claim, or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Mergers, the Ancillary Documents, or any of the other transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to any Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York and York, County of New York, or, if under Applicable Law exclusive jurisdiction is vested in the Federal courts of federal courts, the United States District Court for the Southern District of America; New York (band appellate courts thereof), (ii) consents that submits for itself and its property with respect to any such action or proceeding may be brought described in clause (i) to the exclusive jurisdiction of such courts, (iii) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 11.2 shall be effective service of process against it for any such action brought in any such court, (iv) waives and waives hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (cv) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and may be enforced in other jurisdictions by suit on the courts judgment or in any other manner provided by Applicable Law. (c) The parties to this Agreement each hereby waives, to the fullest extent permitted by law, any right to trial by jury of any jurisdiction to which such party is subject by a suit upon such judgmentclaim, provided that service demand, action, or cause of process is effected upon such party action (i) arising under this Agreement or any Financing or (ii) in the manner specified herein any way connected with or as otherwise permitted by applicable law; (f) agrees that related or incidental to the extent that such party has or hereafter may acquire any immunity from jurisdiction dealings of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity the parties hereto in respect of its obligations under this Agreement, any Financing, or any of the transactions related hereto and thereto, or the actions of any Financing Source in connection with any Financing (including any claim, demand, action, or cause of action against any Financing Source), in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise. The parties to this Agreement each hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury and that the Warrants issued hereunder, parties to this Agreement or any Financing Source may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the extent permitted waiver of their right to trial by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERjury.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and 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 this Agreement, each Party hereby irrevocably submits to the Warrants shall be governed by and construed in accordance with the laws non-exclusive jurisdiction of the State Federal District Court of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and located in New York County, New York, for the Federal courts adjudication of the United States of America; (b) consents that any such action dispute hereunder or proceeding may be brought in such courtsconnection herewith or with any Contemplated Transactions, and waives hereby irrevocably waives, and agrees not to assert in any objection Proceeding, any claim that it may now or hereafter have is not personally subject to the venue jurisdiction of any such action or proceeding in any such court or court, that such action or proceeding was Proceeding is brought in an inconvenient court and agrees not to plead forum or claim that the same to the extent permitted by applicable law; (c) agrees that venue of such Proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding may be effected Proceeding by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right effect for notices to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations it under this Agreement and the Warrants issued hereunder, agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the extent limit in any way any right to serve process in any manner permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER. In any controversy, claim or judicial action arising from or relating to this Agreement or any of the Contemplated Transactions each of the Parties waives any rights to trial by jury it may have, whether the action is before a court of any judicial district in the State of New York, the United States of America or otherwise.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Ohio, without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except regard to the extent choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters any Proceeding relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in Cuyahoga County, Ohio, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the Warrant or the transactions contemplated herebymanner, to the exclusive jurisdiction of party and at the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at 9.3, and service so made shall be complete as stated in such other address of which Section. The Seller Parties expressly acknowledge the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect notice and service of process to Seller for each of them in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition accordance with Section 9.3 and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitthis Section 9.4. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ARISING FROM ANY LEGAL ACTION SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR PROCEEDING IN RELATION ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERDEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: parties hereto (a) submits for consents to submit itself to the exclusive personal jurisdiction of the Delaware Courts in any legal action or proceeding arising out of or relating solely to this Agreement and the Warrant or any of the transactions contemplated herebyby this Agreement, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents agrees that any 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 bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that , any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address 9.3 of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein Merger Agreement. Nothing in this Section 17, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State Commonwealth of New York (Massachusetts without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application of the laws of any other jurisdictionlaws, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic State of Panama Colorado apply to internal matters relating the Merger and the rights of the Seller Stockholders relative to corporations organized thereunder)the Merger. The Company, Each of the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: parties hereto (a) submits for consents to submit itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive personal jurisdiction of the courts of the State Commonwealth of New York and Massachusetts, Suffolk County, or if that court does not have jurisdiction, a federal court sitting in the Federal courts Commonwealth of Massachusetts (the “Massachusetts Courts”) in any action or proceeding arising out of or relating to this Agreement or any of the United States of America; transactions contemplated by this Agreement, (b) consents agrees that any 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 bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that , any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 10.3. Nothing in this Section 10.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitlaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) PURCHASER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, PURCHASER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement agreement (together with all documents to be entered into pursuant to it which are not expressed to be governed by another law), and the Warrants shall all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to it (including any contractual or non-contractual obligation arising from or connected with it and any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this agreement or as an inducement to enter into this agreement) will be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles of conflicts conflict of laws thereof principles that would result in require or permit the application of the laws of another jurisdiction; provided, that (1) the laws of England and Wales will govern in determining whether the Combination has been consummated in accordance with the terms of the Acquisition Documents (as defined in the IFA) and any other jurisdictionclaim or disputes arising out of any interpretation or determination or any aspect thereof (in each case, except without regard to the principles of conflicts of laws thereof, to the extent that the same are not mandatorily applicable by statute and would require or permit the application of the law of another jurisdiction), and (2) subject to the foregoing clause (1), the laws of the State of New York or the laws of England and Wales, as applicable, will govern in connection with any term or provision that is referenced herein relating to the Debt Financing Documents and any claim or disputes arising out of any interpretation or determination or any aspect thereof (in each case, without regard to the principles of conflicts of laws principles thereof, to the extent that the same are not mandatorily applicable by statute and would apply applicable laws require or permit the application of the Republic law of Panama to internal matters relating to corporations organized thereunderanother jurisdiction). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally:. (ab) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, The parties hereto hereby submit to the exclusive jurisdiction of the courts Delaware Court of Chancery or, if jurisdiction is unavailable in the State Delaware Court of New York and Chancery, the Federal federal courts of the United States located in the State of America; (b) consents Delaware, in each case, in respect of the interpretation and enforcement of the provisions of this agreement and any dispute or controversy related to the transactions contemplated hereby and hereby waive, and agree not to assert, any defense in any action, suit or proceeding for the interpretation or enforcement of this agreement or any dispute or controversy related to the transactions contemplated hereby, that any they are not subject thereto or that such action action, suit or proceeding may not be brought or is not maintainable in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court courts or that this agreement may not be enforced in or by such action courts or proceeding was brought in an inconvenient court and agrees not to plead that their property is exempt or claim immune from execution, that the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper. (c) Each party hereto acknowledges and agrees that any controversy that may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each such party hereto irrevocably and unconditionally waives any right such party may have to a court may be enforced trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby. Each party hereto certifies and acknowledges that (1) no other party hereto has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the courts event of any jurisdiction to which such party is subject by a suit upon such judgmentlegal action, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f2) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction considered the implications of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER.waiver,

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware applicable to contracts to be made and performed entirely therein without giving effect to any the principles of conflicts of laws law thereof that would result in the application of the laws or of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws . Each of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each parties hereby irrevocably and unconditionally: (a) submits unconditionally submits, for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated herebyits property, to the exclusive jurisdiction of the courts Court of Chancery of the State of New York Delaware, or, if no such state court has proper jurisdiction, the U.S. District Court for the District of Delaware, and any appellate court from any court thereof, in any action or proceeding arising out of or relating to this Agreement or the Federal courts agreements delivered in connection herewith or the Transactions or thereby or for recognition or enforcement of any judgment relating thereto, and each of the United States parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of America; (b) consents that any such action or proceeding may be brought heard and determined in such courtsDelaware 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 waives effectively do so, any objection that which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court Delaware state or that 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 was brought in an inconvenient court and agrees not to plead any such Delaware state or claim Federal court. Each of the same to the extent permitted by applicable law; (c) parties agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 5.7 in any such action or proceeding by mailing a copy copies thereof by registered or certified mail (or any substantially similar form of United States mail), postage prepaid, return receipt requested, to the party, as the case may be, at its address set forth as specified in or pursuant to Section 8.02 or at such other address of which 5.3. However, the other party foregoing shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect not limit the right of a party to effect service of process in on the other party by any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not legally available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) method. PARENT AND EACH OF THE STOCKHOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated herebyTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York California and the Federal federal courts of the United States of America; (b) consents America located in the Central District of the State of California solely 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 contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documents, that it is not subject thereto or that such action, suit or 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 hereto irrevocably agree that all claims with respect to such action or proceeding may shall be brought heard and determined in such courts, California state or federal court. The parties hereby consent to and waives grant any objection such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that it may now mailing of process or hereafter have to the venue of other papers in connection with any such action or proceeding in any the manner provided in Section 9.06 or in such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent other manner as may be permitted by applicable law;, shall be valid and sufficient service thereof. (cb) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION LITIGATION DIRECTLY OR PROCEEDING IN RELATION INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND THE WARRANTS ISSUED HEREUNDERCERTIFICATIONS IN THIS SECTION 9.04.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally:thereof. (ab) Each party hereto irrevocably submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of any New York state court or any federal court sitting in the State of New York in any action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be exclusively heard and determined in such New York state or federal court. Each party hereto hereby irrevocably waives, to the Federal courts fullest extent it may effectively do so, the defense of an inconvenient forum to the United States maintenance of America; (b) consents that any such action or proceeding may be brought in such courtsproceeding. The parties hereto further agree, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;, that final and unappealable judgment against any of them 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. (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to To the extent that such any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) in respect to of itself or its property, such each party hereto hereby irrevocably waives such immunity in respect of its obligations under in respect of this Agreement and the Warrants issued hereunderAgreement. (d) Each party hereto waives, to the fullest extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERlaws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section 6.6.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. a. This Agreement and the Warrants shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York (Delaware, without giving effect to any principles choice of conflicts Law or conflict of laws thereof Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the laws Laws of any jurisdiction other jurisdiction, except to than the extent that State of Delaware. b. Any dispute relating hereto shall be heard in the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action state or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the federal courts of the State of New York California, and the Federal courts parties hereto agree to jurisdiction and venue therein. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the United States District Court in Los Angeles, California, or any state court in Los Angeles, California, so long as one of America; (b) consents such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of California, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding may be brought in such courtsand irrevocably waives, and waives to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be enforced served on any party anywhere in the courts of any jurisdiction to which such party is subject by a suit upon such judgmentworld, provided that service of process is effected upon such party in whether within or without the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its propertysuch court. c. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN RELATION TO ANY WAY FROM THIS AGREEMENT AND OR THE WARRANTS ISSUED HEREUNDERMATTERS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally:thereof. (ab) Each party hereto irrevocably submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of any Delaware court or any federal court sitting in the State of New York Delaware in any action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be exclusively heard and determined in such Delaware state or federal court. Each party hereto hereby irrevocably waives, to the Federal courts fullest extent it may effectively do so, the defense of an inconvenient forum to the United States maintenance of America; (b) consents that any such action or proceeding may be brought in such courtsproceeding. The parties hereto further agree, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;, that final and unappealable judgment against any of them 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. (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to To the extent that such any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) in respect to of itself or its property, such each party hereto hereby irrevocably waives such immunity in respect of its obligations under in respect of this Agreement and the Warrants issued hereunderAgreement. (d) Each party hereto waives, to the fullest extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERlaws, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth above in this Section.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws Laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent Company and each Holder of a Warrant each Purchaser hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 herein or at such other address of which the other party shall have been notified pursuant theretohereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law Law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable lawLaw; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderAgreement, to the extent permitted by applicable lawLaw; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERAGREEMENT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement agreement (together with all documents to be entered into pursuant to it which are not expressed to be governed by another law), and the Warrants shall all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to it (including any contractual or non-contractual obligation arising from or connected with it and any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this agreement or as an inducement to enter into this agreement) will be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles of conflicts conflict of laws thereof principles that would result in require or permit the application of the laws of another jurisdiction; provided, that (1) the laws of England and Wales will govern in determining whether the Combination has been consummated in accordance with the terms of the Acquisition Documents (as defined in the IFA) and any other jurisdictionclaim or disputes arising out of any interpretation or determination or any aspect thereof (in each case, except without regard to the principles of conflicts of laws thereof, to the extent that the same are not mandatorily applicable by statute and would require or permit the application of the law of another jurisdiction), and (2) subject to the foregoing clause (1), the laws of the State of New York or the laws of England and Wales, as applicable, will govern in connection with any term or provision that is referenced herein relating to the Debt Financing Documents and any claim or disputes arising out of any interpretation or determination or any aspect thereof (in each case, without regard to the principles of conflicts of laws principles thereof, to the extent that the same are not mandatorily applicable by statute and would apply applicable laws require or permit the application of the Republic law of Panama to internal matters relating to corporations organized thereunderanother jurisdiction). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally:. (ab) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, The parties hereto hereby submit to the exclusive jurisdiction of the courts Delaware Court of Chancery or, if jurisdiction is unavailable in the State Delaware Court of New York and Chancery, the Federal federal courts of the United States located in the State of America; (b) consents Delaware, in each case, in respect of the interpretation and enforcement of the provisions of this agreement and any dispute or controversy related to the transactions contemplated hereby and hereby waive, and agree not to assert, any defense in any action, suit or proceeding for the interpretation or enforcement of this agreement or any dispute or controversy related to the transactions contemplated hereby, that any they are not subject thereto or that such action action, suit or proceeding may not be brought or is not maintainable in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court courts or that this agreement may not be enforced in or by such action courts or proceeding was brought in an inconvenient court and agrees not to plead that their property is exempt or claim immune from execution, that the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper. (c) Each party hereto acknowledges and agrees that any controversy that may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each such party hereto irrevocably and unconditionally waives any right such party may have to a court may be enforced trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby. Each party hereto certifies and acknowledges that (1) no other party hereto has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the courts event of any jurisdiction to which such party is subject by a suit upon such judgmentlegal action, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f2) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction considered the implications of any court or from any legal process with respect to itself or its propertythis waiver, (3) such party hereby irrevocably waives makes this waiver voluntarily, and (4) such immunity party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERSection 11(c).

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Warrant shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, Company and the Warrant Agent and each Holder of a this Warrant each hereby irrevocably and unconditionally: (ai) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof; (bii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 the Register or at such other address of which the other party shall have been notified pursuant theretoto the provisions of the Warrant Agreement; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ai) are not available despite the intentions of the parties hereto; (ev) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (fvi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderWarrant Certificate, to the extent permitted by applicable law; and (gvii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND WARRANT CERTIFICATE. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. [Form of Exercise Notice] (To Be Executed Upon Exercise Of Series A Warrant) The undersigned holder (the “Holder”) hereby elects to exercise the right, represented by this Warrant Certificate, to acquire shares of Common Stock to be settled pursuant to the procedures set forth in the Warrant Agreement. The Holder requests that delivery of such shares be made through the facilities of The Depository Trust Company as follows. DTC Participant ______________________________________________________________ Participant Account Number: ______________________________________________ Contact Person: _______________________________________________________________ Telephone: ___________________________________________________________________ E-mail address: ________________________________________________________________ Payment of the Exercise Price shall, at the option of the Company, be either by Net Share Settlement as set forth in Sections 4.01(b) and (c) of the Warrant Agreement or through the procedures (including payment) for Full Share Settlement as set forth in Sections 4.01(b) and 4.01(d) of the Warrant Agreement. [This exercise is made in connection with [insert relevant public offering or sale of the Company] and is conditioned upon consummation of such transaction. The exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.] If said number of shares is less than all of the shares of Common Stock issuable hereunder, the Holder requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is . The undersigned represents and warrants that (x) it is a qualified institutional buyer (as defined in Rule 144A) and is receiving the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is issuing the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act; or (z) it is receiving the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to receiving Warrant Shares pursuant to clause (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit C to the Warrant Agreement. Prior to receiving Warrant Shares pursuant to clause (y) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and/or an opinion of counsel. Prior to receiving Warrant Shares pursuant to clause (z) above, the Company and the Warrant Agent may request appropriate certificates and/or an opinion of counsel. Date: Signature [ Signature Guaranteed] Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) (Please type or print block letters) (Please print or typewrite name and address including zip code of assignee) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Warrant Certificate on the books of the Company with full power of substitution in the premises. [THE WARRANTS ISSUED HEREUNDER.FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Warrant Certificate occurring prior to the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising; and (iii) further as follows: Check One (1) This Warrant Certificate is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit C to the Warrant Agreement is being furnished herewith. or

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in THIS LIMITED GUARANTY, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS LIMITED GUARANTY, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS LIMITED GUARANTY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating solely to this Agreement Limited Guaranty brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction Court of the courts Chancery of the State of New York and Delaware; provided that if jurisdiction is not then available in the Federal courts Court of Chancery of the United States State of America; (b) consents that Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such courtsaction or proceeding arising out of or relating to this Limited Guaranty and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and further waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and waives agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any objection action or proceeding arising out of or relating to this Limited Guaranty or the transactions contemplated hereby, any claim (i) that it may now or hereafter have is not personally subject to the venue jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property are exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (x) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (y) the same to the extent permitted by applicable law; (c) agrees that service venue of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court is improper or (y) this that, or the subject matter hereof, may not be enforced in the courts of any jurisdiction to which or by such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;courts. (fc) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its propertyEACH PARTY HERETO HEREBY WAIVES, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS LIMITED GUARANTY, THE MERGER AGREEMENT OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER 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 RELATION THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO THIS AGREEMENT ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE WARRANTS ISSUED HEREUNDEROTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 12.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by by, interpreted under, and construed in accordance with the internal laws of the State of New York (applicable to agreements made and to be performed within the State of New York, without giving effect to any principles of conflicts of laws choice-of-law provisions thereof that would result in compel the application of the substantive laws of any other jurisdiction. To the fullest extent permitted by applicable law, except to the extent each party hereto (i) agrees that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Companyany claim, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for the Southern District of New York and in any New York State court located in the Warrant Borough of Manhattan and not in any other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of New York for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (biii) consents that any such action or proceeding may be brought in such courts, and irrevocably waives any objection that which it may now or hereafter have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such proceeding brought in such a court or that such action or proceeding was has been brought in an inconvenient court forum and agrees not to plead or claim the same to the extent permitted by applicable law; (civ) agrees that irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by via registered or certified mail or overnight delivery (or any substantially similar form with evidence of mail), postage prepaid, delivery) to such party at the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) effect for notices to it under this Agreement and agrees that nothing such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall affect the be deemed to limit in any way any right to effect service of serve process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitlaw. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY EACH PARTY HERETO WAIVES ANY AND UNCONDITIONALLY WAIVES ALL RIGHTS THE PARTY MAY HAVE TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING IN RELATION TO DISPUTE ARISING UNDER THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDEROR IN CONNECTION WITH IT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Warrant shall be governed by and construed in accordance with the laws of the State of New York Delaware (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, Company and the Warrant Agent and each Holder of a this Warrant each hereby irrevocably and unconditionally: (ai) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal courts of the United States of America, in each case located within the State of Delaware, and appellate courts thereof; (bii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 the Register or at such other address of which the other party shall have been notified pursuant theretoto the provisions of the Warrant Agreement; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ai) are not available despite the intentions of the parties hereto; (ev) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (fvi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderWarrant Certificate, to the extent permitted by applicable law; and (gvii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND WARRANT CERTIFICATE. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. The undersigned holder (the “Holder”) hereby elects to exercise the right, represented by this Warrant, to acquire shares of Common Stock to be settled pursuant to the procedures set forth in the Warrant Agreement. The Holder requests that delivery of such shares be made through the facilities of The Depository Trust Company as follows. DTC Participant: Participant Account Number: Contact Person: Telephone: E-mail address: Payment of the Exercise Price shall, at the option of the Company, be either by Net Share Settlement as set forth in Sections 4.01(b) and (c) of the Warrant Agreement or through the procedures (including payment) for Full Share Settlement as set forth in Sections 4.01(b) and 4.01(d) of the Warrant Agreement. [This exercise is made in connection with [insert relevant public offering or sale of the Company] and is conditioned upon consummation of such transaction. The exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.] If said number of shares is less than all of the shares of Common Stock issuable hereunder, the Holder requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of _____________, whose address is _____________, and that such Warrant Certificate be delivered to _____________, whose address is _____________. The undersigned represents and warrants that (x) it is a qualified institutional buyer (as defined in Rule 144A) and is receiving the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is issuing the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act; or (z) it is receiving the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to receiving Warrant Shares pursuant to clause (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit C to the Warrant Agreement. Prior to receiving Warrant Shares pursuant to clause (y) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and/or an opinion of counsel. Prior to receiving Warrant Shares pursuant to clause (z) above, the Company and the Warrant Agent may request appropriate certificates and/or an opinion of counsel. Date: Signature Signature Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises. [THE WARRANTS ISSUED HEREUNDER.FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Warrant occurring prior to the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising; and (iii) further as follows:

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Warrant shall be governed by and construed in accordance with the laws of the State of New York Delaware (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, Company and the Warrant Agent and each Holder of a this Warrant each hereby irrevocably and unconditionally: (ai) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal courts of the United States of America;, in each case located within the State of Delaware, and appellate courts thereof; (bii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;law; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 the Register or at such other address of which the other party shall have been notified pursuant thereto;to the provisions of the Warrant Agreement; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx sxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ai) are not available despite the intentions of the parties hereto;hereto; (ev) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;law; (fvi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderWarrant Certificate, to the extent permitted by applicable law; law; and (gvii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERWARRANT CERTIFICATE. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York (Iowa, without giving effect to any conflict of law principles of conflicts of laws thereof that would result in the application of apply the laws of any jurisdiction other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts than those of the State of New York Iowa. The Parties irrevocably agree that the sole forum for resolving disputes (whether at law, in equity, in contract, in tort or otherwise) arising out of, relating to, or based upon this Agreement or the negotiation, execution or performance of this Agreement shall be in any federal or state court in Union County, Iowa, and all related appellate courts, and the Federal courts Parties hereby consent to the jurisdiction of such courts, and agree that venue shall be in such courts. The Parties agree not to commence or prosecute any action or proceeding other than before one of the United States above-named courts and not make any motion or take any action seeking or intending to cause the transfer or removal of America; (b) consents such action or proceeding to any other court for any reason. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be brought enforced in such courtsother jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each of the Parties irrevocably waives, and waives any objection that it may now or hereafter have to the venue fullest extent permitted by Law, the defense of any an inconvenient forum to the maintenance of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (cWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING IN RELATION TO OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTION CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 6.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE WARRANTS ISSUED HEREUNDERCONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL APPLICABLE LAWS OF DELAWARE APPLICABLE TO PARTIES RESIDING IN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT MIGHT CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. (b) Each of the parties hereto (i) irrevocably consents to the exclusive jurisdiction and venue of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any legal action appellate court from any thereof, in connection with any matter based upon or proceeding relating solely to arising out of this Agreement and the Warrant or the transactions contemplated hereby, (ii) agrees that venue will be proper as to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be proceedings brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that with respect to such action or proceeding was brought in an inconvenient court a dispute, (iii) waives and agrees covenants not to attempt to deny, defeat or plead any objection to such personal jurisdiction or claim the same to the extent permitted venue by applicable law; motion or other request for leave from any such court, (civ) agrees that to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail brought in any such court and (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (dv) agrees that nothing herein shall affect process may be served upon it in any manner authorized by the right applicable Laws of Delaware for such persons and waives and covenants not to effect assert or plead any objection which it might otherwise have to such process. With respect to any such action, service of process in upon any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction party hereto in the courts referenced manner provided in Section 11.2 for the foregoing clause (a) are not available despite the intentions giving of the parties hereto; (e) agrees that final judgment notices shall be deemed, in any such suitevery respect, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that effective service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law;party. (fc) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND UNCONDITIONALLY WAIVES ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, SUIT OR PROCEEDING IN RELATION BETWEEN THE PARTIES HERETO ARISING OUT OF, BASED UPON OR RELATING TO THIS AGREEMENT AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE OF ANY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY OF THE OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE WARRANTS ISSUED HEREUNDEROTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.11(c).

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with under the laws of the State of New York (without giving effect in all respects as such laws are applied to any principles agreements among New York State residents entered into and performed entirely within the State of conflicts of laws thereof New York. Each party agrees that would result in all legal proceedings concerning the application interpretations, enforcement and defense of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to transactions contemplated by this Agreement and the Warrant or Purchased Shares shall be commenced exclusively in the transactions contemplated hereby, 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 of sitting in the State City of New York 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 the Federal courts of the United States of America; (b) consents that hereby irrevocably waives, and agrees not to assert in any such action or proceeding may be brought in such courtsproceeding, and waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of any such action or proceeding in any such court or court, that such action or proceeding was brought in is improper or is an inconvenient court and agrees not venue for such proceeding. Each party hereby consents to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process being served in any such action or proceeding may be effected by mailing a copy thereof by via registered or certified mail or overnight delivery (or any substantially similar form with evidence of mail), postage prepaid, delivery) to such party at the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) effect for notices to it under this Agreement and agrees that nothing such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall affect the be deemed to limit in any way any right to effect service of serve process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) . EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR OTHER PROCEEDING BROUGHT IN RELATION TO CONNECTION WITH THIS AGREEMENT AND OR ANY OF THE WARRANTS ISSUED HEREUNDERTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall will be governed by by, and construed in accordance with with, the laws Laws of the State Commonwealth of New York (Massachusetts, without giving effect to any the choice of law principles of conflicts of laws thereof that would result in the application thereof. Each of the laws parties hereto hereby, for purposes of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: all claims or actions under this Agreement (a) expressly and irrevocably submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of (i) the courts Business Litigation Session of the State of New York and the Federal courts Superior Court of the Commonwealth of Massachusetts or (ii) any United States federal court located in the Commonwealth of America; Massachusetts (collectively, the “Massachusetts Courts”) in the event any dispute arises out of this Agreement, (b) consents agrees that it will not attempt to deny or defeat personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Massachusetts Court; provided that each of the parties shall have the right to bring any action or proceeding may be Proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any Proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that Law, any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 5.1. Nothing in this Section 5.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitLaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgmentPURCHASER, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) AND THE STOCKHOLDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, PURCHASER, AND THE WARRANTS ISSUED HEREUNDERSTOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York (Delaware without giving effect regard to any principles its rules of conflicts conflict of laws thereof that would result in the application laws. Each of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: parties hereto (a) submits for consents to submit itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts Court of Chancery of the State of Delaware, , or if that court does not have jurisdiction, the Superior Court for New York and the Federal courts Castle County in any action or proceeding arising out of or relating to this Agreement or any of the United States of America; transactions contemplated by this Agreement, (b) consents agrees that all claims arising out of or related to this Agreement or any of the transactions contemplated by this Agreement must be heard and determined in any such court, (c) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding may be arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that , any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 9.3. Nothing in this Section 9.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitlaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF PARENT, MERGER SUB OR COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall will be governed by by, and construed in accordance with with, the laws Laws of the State Commonwealth of New York (Massachusetts, without giving effect to any the choice of law principles of conflicts of laws thereof that would result in the application thereof. Each of the laws parties hereto hereby, for purposes of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action all claims or proceeding relating solely to actions under this Agreement and the Warrant or the transactions contemplated herebyMerger, (a) expressly and irrevocably submits to the exclusive jurisdiction of (i) the courts Business Litigation Session of the State of New York and the Federal courts Superior Court of the Commonwealth of Massachusetts or (ii) any United States federal court located in the Commonwealth of America; Massachusetts (collectively, the "Massachusetts Courts") in the event any dispute arises out of this Agreement or the Merger, (b) consents agrees that it will not attempt to deny or defeat personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the Merger contemplated by this Agreement in any court other than (i) the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts or (ii) a United States federal court sitting in the Commonwealth of Massachusetts; provided that each of the parties shall have the right to bring any action or proceeding may be Proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each of the parties hereto waives any defense or inconvenient forum to the maintenance of any Proceeding so brought in such courts, and waives any objection bond, surety or other security that it may now or hereafter have to the venue might be required of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to other party with respect thereto. To the extent permitted by applicable law; (c) agrees that Law, any party hereto may make service of process in any such action on another party by sending or proceeding may be effected by mailing delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, the process to the party, as party to be served at the case may be, at its address set forth and in the manner provided for the giving of notices in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein 10.3. Nothing in this Section 10.7, however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitLaw. EACH OF PARENT, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) PURCHASER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, PROCEEDING OR PROCEEDING IN RELATION COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, PURCHASER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND THE WARRANTS ISSUED HEREUNDERENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants Warrant shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, Company and the Warrant Agent and each Holder of a this Warrant each hereby irrevocably and unconditionally: (ai) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located within the Southern District of New York, and appellate courts thereof; (bii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 the Register or at such other address of which the other party shall have been notified pursuant theretoto the provisions of the Warrant Agreement; (div) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ai) are not available despite the intentions of the parties hereto; (ev) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (fvi) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunderWarrant Certificate, to the extent permitted by applicable law; and (gvii) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND WARRANT CERTIFICATE. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. The undersigned holder (the “Holder”) hereby elects to exercise the right, represented by this Warrant Certificate, to acquire shares of Common Stock to be settled pursuant to the procedures set forth in the Warrant Agreement. The Holder requests that delivery of such shares be made through the facilities of The Depository Trust Company as follows. DTC Participant Participant Account Number: Contact Person: Telephone: E-mail address: Payment of the Exercise Price shall, at the option of the Company, be either by Net Share Settlement as set forth in Sections 4.01(b) and (c) of the Warrant Agreement or through the procedures (including payment) for Full Share Settlement as set forth in Sections 4.01(b) and 4.01(d) of the Warrant Agreement. [This exercise is made in connection with [insert relevant public offering or sale of the Company] and is conditioned upon consummation of such transaction. The exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.] If said number of shares is less than all of the shares of Common Stock issuable hereunder, the Holder requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is . The undersigned represents and warrants that (x) it is a qualified institutional buyer (as defined in Rule 144A) and is receiving the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is issuing the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act; or (z) it is receiving the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to receiving Warrant Shares pursuant to clause (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit C to the Warrant Agreement. Prior to receiving Warrant Shares pursuant to clause (y) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and/or an opinion of counsel. Prior to receiving Warrant Shares pursuant to clause (z) above, the Company and the Warrant Agent may request appropriate certificates and/or an opinion of counsel. Date: Signature [ Signature Guaranteed] Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Warrant Certificate on the books of the Company with full power of substitution in the premises. [THE WARRANTS ISSUED HEREUNDER.FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Warrant Certificate occurring prior to the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising; and (iii) further as follows:

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (i) This Agreement (and any claims or disputes arising out of or related hereto or the Warrants transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed in all respects, including validity, interpretation, and effect, by and construed in accordance with the laws internal Laws of the State of New York Delaware (including in respect of the statute of limitations or other limitations period applicable to any claim, controversy or dispute, in each case, which statute of limitations or other limitations the parties hereby agree to modify as set forth in Section 8.3 of the Merger Agreement) without giving effect to any principles choice or conflict of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: Law provision or rule (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts whether of the State of New York and Delaware or any other jurisdiction) that would cause the Federal courts application of Laws of any jurisdictions other than those of the United States State of America;Delaware. (ii) Each of the parties to this Agreement (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) consents agrees that any all claims in respect of such action or proceeding may be brought in such courts, heard and waives any objection that it may now or hereafter have to the venue of any such action or proceeding determined in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; court, (c) agrees that service of process in it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)court, postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court, and (e) waives any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that nothing herein might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10(e). Nothing in this Section 10(c)(ii), however, shall affect the right of any party to effect service of serve legal process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDERLaw.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This (a) All questions concerning the construction, interpretation and validity of this Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the Warrants negotiation, execution or performance of this Agreement shall be governed by and construed and enforced in accordance with the laws domestic Laws of the State of New York, without giving effect to any choice or conflict of Law provision or rule, whether in the State of New York or any other jurisdiction, that would cause the Laws of any jurisdiction other than the State of New York to apply. In furtherance of the foregoing, the internal Law of the State of New York (without giving effect to any principles shall control the interpretation and construction of conflicts of laws thereof that would result in the application of the laws of any other jurisdictionthis Agreement, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of even if under the State of New York York’s choice of Law or conflict of Law analysis, the substantive Law of some other jurisdiction would ordinarily or necessarily apply. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Federal courts Securities and Exchange Commission pursuant to Rule 24b-2 of the United States Securities Exchange Act of America;1934, as amended. (b) consents that any such action or proceeding may be brought in such courtsTHE NEW YORK STATE AND UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;NEW YORK, AND ANY OTHER COURT IN ANY OTHER JURISDICTION IN WHICH AN ACTION IS BROUGHT AGAINST A PARTY TO THIS AGREEMENT BY A THIRD PERSON ASSERTING A CLAIM AGAINST WHICH THE DEFENDANT IS ENTITLED UNDER THIS AGREEMENT TO BE INDEMNIFIED, SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DOCUMENTS RELATED HERETO, AND EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH ACTION OR PROCEEDING OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE OR UNITED STATES FEDERAL COURT OR SUCH OTHER COURT AS IS PROVIDED FOR IN THE PRECEDING SENTENCE AND 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. SERVICE OF ANY PROCESS OR OTHER DOCUMENT BY REGISTERED MAIL OR NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE TO THE ADDRESS FOR THE PARTY RECEIVING THAT SERVICE SET OUT IN THIS AGREEMENT, OR SUCH OTHER ADDRESS AS THAT PARTY MAY SPECIFY IN WRITING TO THE OTHER PARTY FROM TIME TO TIME, SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT. (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, postage prepaidTO THE FULLEST EXTENT THAT IT MAY LEGALLY AND EFFECTIVELY DO SO, to the partyANY OBJECTION THAT IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, as the case may beACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DOCUMENTS RELATED HERETO IN ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto;NEW YORK OR SUCH OTHER COURT AS IS PROVIDED FOR IN THE IMMEDIATELY PRECEDING PARAGRAPH. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX BUSINESS TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WANT APPLICABLE LAWS TO APPLY (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suitRATHER THAN ARBITRATION RULES), action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgmentTHE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING THOSE APPLICABLE LAWS. ACCORDINGLY, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its propertyTO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION ACTION, SUIT OR PROCEEDING IN RELATION TO BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED DOCUMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE WARRANTS ISSUED HEREUNDERSUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH THAT LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement and the Warrants shall be governed by and construed in accordance with the laws of the State of New York Delaware (without giving effect to any principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction, except to the extent that the New York conflicts of laws principles would apply applicable laws of the Republic of Panama to internal matters relating to corporations organized thereunder). The Company, the Warrant Agent and each Holder of a Warrant each hereby irrevocably and unconditionally: (a) submits for itself in any legal action or proceeding relating solely to this Agreement and the Warrant or the transactions contemplated hereby, to the exclusive jurisdiction of the courts of the State of New York Delaware and the Federal courts of the United States of America; (b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.02 or at such other address of which the other party shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by applicable law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto; (e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by applicable law; (f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Warrants issued hereunder, to the extent permitted by applicable law; and (g) IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND THE WARRANTS ISSUED HEREUNDER.