Common use of Governing Law, Jurisdiction and Venue Clause in Contracts

Governing Law, Jurisdiction and Venue. This Agreement 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. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware applicable to agreements entered into and performed entirely therein by residents thereof, without giving effect regarding to any provisions relating to choice of laws among different jurisdictions. Each of the principles parties irrevocably agrees that any legal action or proceeding arising out of conflicts of law. The parties hereto hereby irrevocably submit or relating to the jurisdiction of this Agreement brought by any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery orand any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any federal court within the event (but only in State of Delaware), and each of the event) that such court does not have subject matter parties hereby irrevocably submits to the exclusive jurisdiction over of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding, in the United States District Court for the District proceeding arising out of Delaware in respect or relating to this Agreement. Each 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 matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence any action, suit or proceeding for relating thereto except in the interpretation courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or enforcement hereof or of award rendered by any such documentcourt in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject thereto to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such 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) that such action(i) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (iii) this Agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This All questions arising with respect to the provisions of this Agreement shall be governed determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and construed deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in accordance connection with the authorization, issuance, sale, or delivery of such Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts located in Tulsa County, Oklahoma, the court of the United States of America for the Northern District of Oklahoma, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Oklahoma State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State Hong Kong. Any dispute, controversy or claim arising out of Delaware without giving effect or relating to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of any party with notice to the other party. The arbitration shall be conducted in respect Hong Kong under the auspices of the matters contemplated herebyHong Kong International Arbitration Centre (the “HKIAC”) in accordance with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this Section 7.5. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English. Neither party shall be required to give general discovery of documents, but may be required to produce specific, identified documents that are relevant to the dispute. Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby waivesubmits to the exclusive jurisdiction of HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and agree not any party to assert, as the dispute may apply to a defense in any action, suit or proceeding court of competent jurisdiction for enforcement of such award. Any party to the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, 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 dispute shall be heard and determined exclusively entitled to seek preliminary injunctive relief in aid of arbitration, if possible, from any court of competent jurisdiction pending the Delaware Court constitution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYarbitral tribunal.

Governing Law, Jurisdiction and Venue. This All questions arising with respect to the provisions of this Agreement shall be governed determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and construed deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in accordance connection with the authorization, issuance, sale, or delivery of such Common Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts located in Oakland Country Michigan, the court of the United States of America for the Eastern District of Michigan, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Michigan State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement (including this choice-of-law provision) and the other Repurchase Documents shall be governed by and construed and all controversies and disputes arising under, in connection with or relating to this Agreement and the other Repurchase Documents shall be resolved, in accordance with the laws of the State of Delaware without giving effect New York (pursuant to Section 5-1401 of the New York General Obligations Law to the principles extent such laws would otherwise not apply) and the United States of conflicts of lawAmerica applicable to contracts made and to be wholly performed within such State. The parties hereto Seller, the Administrative Agent and the Buyers each hereby irrevocably submit submits to the nonexclusive jurisdiction and venue of the Delaware United States District Court for the Southern District of Chancery New York located in the Borough of Manhattan in the City of New York or, in the event (but only in the event) that if such court does not have subject matter jurisdiction over such jurisdiction, the Supreme Court of the State of New York, New York County for the purpose of any action or proceedingother proceeding arising under, in connection with or relating to the Repurchase Documents or any related Transaction, pursuant to Section 5-1402 of the New York General Obligations Law to the extent such submission would otherwise not be effective. To the fullest extent permitted by applicable law, the Seller, the Administrative Agent and the Buyers each irrevocably waives any objection that it may now or hereafter have to the laying of venue for any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and agrees that service of process may be made upon it in any such proceeding by registered or certified mail. Nothing herein shall affect any applicable right of any party at any time to initiate any suit in the United States District Court for the Southern District of Delaware New York in respect Manhattan, or to remove any pending suit to that court. Nothing herein shall affect the right of the interpretation and enforcement Administrative Agent or any Buyer to accomplish service of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent manner permitted by Law, over applicable law or to commence legal proceedings or otherwise proceed against the subject matter of such dispute and agree that mailing of process Seller in any other jurisdiction or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware Delaware, without giving effect to the principles of conflicts of law. The laws principles that would result in the application of the Law of any other jurisdiction. (b) Each of the parties hereto hereby irrevocably submit and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware or, in the event if (but and only in the eventif) that such court does not have finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over such the matter that is the subject of the action or proceeding, proceeding is vested exclusively in the federal courts of the United States District Court for of America, the District federal court of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for of America sitting in the District of Delaware, and any appellate court from any thereof, in any action or that proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such document action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may not be enforced heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts, and . Each of the parties hereto irrevocably agree agrees that all claims with respect to a final judgment in any such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the Delaware Court of Chancery, judgment or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted any other manner provided by Law, over the subject matter of such dispute and agree that mailing . Each party to this Agreement irrevocably consents to service of process inside or other papers outside the territorial jurisdiction of the courts referred to in connection with any such action or proceeding this Section 11.10(b) in the manner provided herein or for notices in such Section 11.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYLaw.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, regardless of any conflicts-of-law principles (it being understood, however, that with respect to any matters of corporate law required to be governed by the laws of the State of Delaware without giving effect to the principles of conflicts of lawWest Virginia, such laws shall apply). The parties hereto hereby irrevocably submit to the jurisdiction In any action between or among any of the Delaware Court parties arising out of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred relating to in this Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any of the transactions contemplated by this Agreement and the Merger Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the Western District of the Commonwealth of Pennsylvania (and agrees not to commence any such document may not be enforced action except in or by such courts) and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in such court has been brought in an inconvenient forum; (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in the Western District of the Commonwealth of Pennsylvania; and (c) each of the parties hereto irrevocably agree that all claims with respect consents to such action or proceeding shall be heard and determined exclusively in the Delaware Court service of Chanceryprocess by first-class certified mail, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingreturn receipt requested, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andpostage prepaid, to the extent permitted by Law, over the subject matter of address at which such dispute and agree that mailing of process or other papers party is to receive notice in connection accordance with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofSection 12(e) hereof. EACH OF THE PARTIES PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN CONNECTION WITH RESPECT OF ANY PROCEEDING ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERS; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS; (C) IT MAKES SUCH WAIVERS VOLUNTARILY; AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(i).

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Colorado without giving effect to the principles of conflicts of lawlaws of such state. The Each of the parties hereto hereby irrevocably submit and unconditionally submits, for itself or himself and its or his property, to the nonexclusive jurisdiction of any Colorado State court or federal court of the Delaware Court United States of Chancery orAmerica sitting in the city of Denver, State of Colorado and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the event (but only parties hereto hereby irrevocably and unconditionally agrees that all claims in the event) that such court does not have subject matter jurisdiction over respect of any such action or proceedingproceeding may be heard and determined in any such Colorado State court or, to the extent permitted by law, in the United States District Court for the District such federal court. Each of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree agrees that all claims with respect to a final judgment in any such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the Delaware Court of Chancery, judgment or in any other manner provided by law. Each of the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to irrevocably and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andunconditionally waives, to the fullest extent it or he may legally and effectively do so, any objection that it or he may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Agreement in any Colorado State or federal court. Each of the parties hereto irrevocably waives, to the fullest extent permitted by Lawlaw, over the subject matter defense of such dispute and agree that mailing an inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding in any such court. The parties further agree that to the maximum extent permitted by law, the mailing by certified or registered mail, return receipt requested to the other party, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by law. In addition, notwithstanding the foregoing, Purchaser and Grossman hereby designates Schlueter & Associates P.C. ("Agent") as txxxx xxxignated agent for sxxxxxx xx process and hereby agrees that the service of process upon Agent in any manner permitted by Colorado law shall constitute valid and lawful service of process on Purchaser. Purchaser and Grossman may, by giving to the Seller notice in the manner provided herein or axxxx, xx any time designate another law firm having at least three full time licensed and practicing attorneys to serve as Agent in the place and stead of Schlueter & Associates PC, provided such other manner agent also maintains a physixxx xxxxxe, and an office address (which may not be a post office address) for delivery, within Denver, Colorado. Any such notice replacing the Agent must include the full address for delivery of the law firm that will serve as may be permitted by Law shall be valid Agent for the purposes of this Agreement and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYinclude the written consent of the law firm to its appointment as the new Agent.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware Delaware, without giving effect to the principles of conflicts of law. The laws principles that would result in the application of the Law of any other jurisdiction. (b) Each of the parties hereto hereby irrevocably submit and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware or, in the event if (but and only in the eventif) that such court does not have finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over such the matter that is the subject of the action or proceeding, proceeding is vested exclusively in the federal courts of the United States District Court for of America, the District federal court of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for of America sitting in the District of Delaware, and any appellate court from any thereof, in any action or that proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such document action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may not be enforced heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts, and . Each of the parties hereto irrevocably agree agrees that all claims with respect to a final judgment in any such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the Delaware Court of Chancery, judgment or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted any other manner provided by Law, over the subject matter of such dispute and agree that mailing . Each party to this Agreement irrevocably consents to service of process inside or other papers outside the territorial jurisdiction of the courts referred to in connection with any such action or proceeding this Section 11.10(b) in the manner provided herein or for notices in such Section 11.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYLaw.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the States of California or Delaware. The parties hereto hereby Each party to this Agreement: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event States of California or Delaware (but only and each appellate court located in the event) that States of California or Delaware in connection with any such court does not have subject matter jurisdiction over such action or legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the United States District Court for the District of California or Delaware in respect of the interpretation shall be deemed to be a convenient forum; and (iii) waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any action, suit such legal proceeding commenced in any state or proceeding for federal court located in the interpretation States of California or enforcement hereof or of Delaware any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) 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 state and federal courts located in the States of California or Delaware and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the parties hereto irrevocably agree that all claims with respect to such laws or public policy of the laws of the States of California or Delaware or any other jurisdiction. (d) In the event of any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement, the prevailing party shall be heard entitled to payment by the non-prevailing party of all costs and determined exclusively in expenses (including reasonable attorneys' fees) incurred by the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYprevailing party.

Governing Law, Jurisdiction and Venue. This Agreement Amendment 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. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement Amendment and of the documents referred to in this AgreementAmendment, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement Amendment or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AMENDMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement 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. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Lawlaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This (a) The Plan has been adopted in New York, New York and this Agreement shall be governed by deemed to have been entered into in New York, New York. For the purposes of this Agreement, the Company and construed the Participant agree that the Plan, and this Agreement, shall be governed, construed, and administered in accordance with the laws of the State of Delaware without giving effect New York applicable to contracts made and to be performed solely in the State of New York irrespective of its conflict of laws provisions. Each of the Company and the Participant irrevocably, absolutely and unconditionally submits to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Delaware United States District Court for the Southern District of Chancery or, New York sitting in the event (but only County of New York and the state courts of the State of New York sitting in New York County for the event) that such court does not have subject matter jurisdiction over such purposes of any suit, action or proceedingother proceeding arising out of or related of to this Agreement, the Plan or any transaction contemplated hereby or thereby. Each of the Company and the Participant irrevocably, absolutely and unconditionally waives any objection or defense to jurisdiction in New York or the laying of venue of any action, suit or proceeding arising out of or related to this Agreement or the Plan or the transactions contemplated herein or therein in the United States District Court for the Southern District of Delaware New York sitting in respect the County of New York or the state courts of the interpretation and enforcement State of New York sitting in the provisions County of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, New York and hereby waiveirrevocably, absolutely and agree unconditionally expressly waives and agrees not to assert, as a defense plead or claim in any such court that the action, suit or proceeding for the interpretation brought in such court has been brought in an inconvenient or enforcement hereof or of any such document, that it is not subject thereto improper forum or that such action, suit or proceeding may not be brought or there is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter no personal jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Delaware, New York sitting in the County of New York or that this Agreement or any such document may not be enforced the state courts of the State of New York sitting in or by such courts, and the parties hereto irrevocably agree that all claims County of New York with respect to such action either the Company or the Participant. The Participant represents, warrants and covenants that he or she has read this Agreement, including this Section 16(a), that he or she has had a full opportunity to review this Agreement, including this Section 16(a), with an attorney of his or her own choosing and has freely accepted this Section 16(a) as an inducement to the Company’s entering into this Agreement. Furthermore, the Participant has been made aware and understands that the Company is relying on his or her representations, warranties and covenants to comply with this Section 16(a) as a material inducement to the Company to enter into this Agreement and the Participant understands that without his or her representations, warranties and covenants the Company would not have entered into this Agreement. Furthermore, the Participant agrees that if he or she violates this provision by filing a claim or other proceeding in another state, all rights of the Participant under this Agreement shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarethereupon forfeited. The parties hereto hereby consent preceding consents to jurisdiction and grant venue have been made by the Delaware Court Company and the Participant in reliance on Section 5-1402 of Chancerythe General Obligations Law of the State of New York, or in the event as amended (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, as and to the extent permitted applicable), and other applicable law. The preceding consent to New York law has been made by Lawthe Company and the Participant in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, over as amended (as and to the subject matter extent applicable), and other applicable law. The Participant hereby absolutely, unconditionally, irrevocably and expressly waives forever personal service of such dispute and agree that mailing of process any summons, complaint or other papers notice or process in connection with any such suit, action or other proceeding arising out of or related of to this Agreement, the Plan or any transaction contemplated hereby or thereby, which each may be sent by certified mail, return receipt requested, or a nationally recognized overnight courier, to the Participant at the last known address for the Participant specified in the manner provided herein or in such other manner as may be permitted by Law Participant’s employment file with the Company. (b) It is contemplated that the Award Units constitute nonqualified deferred compensation subject to Section 409A of the Code. It is intended that this Agreement and applicable Plan provisions shall be valid administered and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYinterpreted in a manner consistent with Section 409A of the Code and related Treasury guidance.

Governing Law, Jurisdiction and Venue. This Agreement Amendment 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. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement Amendment and of the documents referred to in this AgreementAmendment, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement Amendment or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Lawlaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AMENDMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This All questions arising with respect to the provisions of this Agreement shall be governed determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and construed deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in accordance connection with the authorization, issuance, sale, or delivery of such Common Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts located in Austin, Texas, the court of the United States of America for the Western District of Texas, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Texas State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. The parties hereto hereby Each party to this Agreement: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event State of Delaware (but only and each appellate court located in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware in respect connection with any such legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the State of the interpretation Delaware shall be deemed to be a convenient forum; and (iii) waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any actionsuch legal proceeding commenced in any state or federal court located in the State of Delaware, suit or proceeding for the interpretation or enforcement hereof or of any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) 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 state and federal courts located in the State of Delaware and in connection therewith hereby waives, and the parties hereto irrevocably agree that all claims with respect agrees not to such action or proceeding shall be heard and determined exclusively in the Delaware Court assert by way of Chancerymotion, as a defense, or in the event (but only in the event) otherwise, any claim that such court does not have subject matter jurisdiction over such action resolution, settlement, order or proceeding, in award is inconsistent with or violative of the United States District Court for laws or public policy of the District laws of Delaware. The parties hereto hereby consent to and grant the State of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYjurisdiction.

Governing Law, Jurisdiction and Venue. This Agreement 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. The Each of the parties hereto hereby irrevocably submit and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware or, in the event (but only in the event) that solely if such court Court does not have subject matter jurisdiction over such action jurisdiction, the other courts of the State of Delaware or proceeding, in Federal Courts of the United States District Court for of America, in each case, located in the District State of Delaware for any claim, action, suit, investigation or proceeding (each, a “Proceeding”), arising out of or relating to this Agreement or the transactions contemplated hereby, whether framed in respect contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against it in any such court. Each of the interpretation parties hereto hereby irrevocably and enforcement unconditionally waives any objection to the laying of the provisions venue of any Proceeding arising out of this Agreement and or the transactions contemplated hereby in the courts of the documents referred to in this Agreement, and in respect State of the matters contemplated herebyDelaware, and hereby waive, further irrevocably and agree unconditionally waives and agrees not to assert, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document, that it is not subject thereto or that such action, suit or proceeding may not be Proceeding brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, has been brought in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofan inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware (without giving effect to choice of Law principles thereof). Each of the principles of conflicts of law. The parties hereto hereby Parties irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery orand any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingwhich case, in any Delaware state or federal court within the United States District Court for the District State of Delaware Delaware), in respect of the interpretation and enforcement of the provisions connection with any matter based upon or arising out of this Agreement or the actions of any Party in the negotiation, administration, performance and enforcement hereof and thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the documents referred to transactions contemplated by this Agreement in this Agreementany court other than the courts of the State of Delaware, as described above, and (d) consents to service being made through the notice procedures set forth in respect Section 13. Each of the matters Parties hereby agrees that any service of process, summons, notice or document by delivery in person or by overnight courier in accordance with Section 13 shall be effective service of process for any suit or Proceeding in connection with this Agreement or the transactions contemplated hereby. Each Party hereto hereby irrevocably waives, and hereby waive, and agree agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any actionaction or Proceeding with respect to this Agreement, suit or proceeding for the interpretation or enforcement hereof or of any such document, claim that it is not personally subject thereto to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 17, that it or that such action, suit its property is exempt or proceeding may not be brought or is not maintainable in the Delaware Court immune from jurisdiction of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding, in the United States District Court for the District of DelawareProceeding is improper, or that this Agreement Agreement, or any such document the subject matter hereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the Party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the parties hereto irrevocably agree United States of America; provided that all claims with respect each such Party’s consent to such action or proceeding jurisdiction and service contained in this Section 17 is solely for the purpose referred to in this Section 17 and shall not be heard and determined exclusively in the Delaware Court of Chancery, deemed to be a general submission to said courts or in the event (but only in the event) that State of Delaware other than for such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYpurpose.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. The parties hereto hereby Each party to this Agreement: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event State of Delaware (but only and each appellate court located in the eventState of Delaware) that in connection with any such court does not have subject matter jurisdiction over such action or legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the United States District Court for the District State of Delaware in respect of the interpretation shall be deemed to be a convenient forum; and (iii) waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any actionsuch legal proceeding commenced in any state or federal court located in the State of Delaware, suit or proceeding for the interpretation or enforcement hereof or of any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 3.1 by the state and federal courts located in the State of Delaware and in connection therewith hereby waives, and the parties hereto irrevocably agree that all claims with respect agrees not to such action or proceeding shall be heard and determined exclusively in the Delaware Court assert by way of Chancerymotion, as a defense, or in the event (but only in the event) otherwise, any claim that such court does not have subject matter jurisdiction over such action resolution, settlement, order or proceeding, in award is inconsistent with or violative of the United States District Court for laws or public policy of the District laws of Delaware. The parties hereto hereby consent to and grant the State of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYjurisdiction.

Governing Law, Jurisdiction and Venue. This All questions arising with respect to the provisions of this Agreement shall be governed determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and construed deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in accordance connection with the authorization, issuance, sale, or delivery of such Common Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts located in Austin, Texas, the court of the United States of America for the Western District of Texas, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Texas State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention Chief Legal Officer, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. The parties hereto hereby Each party to this Agreement: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event State of Delaware (but only and each appellate court located in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware in respect connection with any such legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the State of the interpretation Delaware shall be deemed to be a convenient forum; and (iii) waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any actionsuch legal proceeding commenced in any state or federal court located in the State of Delaware, suit or proceeding for the interpretation or enforcement hereof or of any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 4.1 by the state and federal courts located in the State of Delaware and in connection therewith hereby waives, and the parties hereto irrevocably agree that all claims with respect agrees not to such action or proceeding shall be heard and determined exclusively in the Delaware Court assert by way of Chancerymotion, as a defense, or in the event (but only in the event) otherwise, any claim that such court does not have subject matter jurisdiction over such action resolution, settlement, order or proceeding, in award is inconsistent with or violative of the United States District Court for laws or public policy of the District laws of Delaware. The parties hereto hereby consent to and grant the State of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYjurisdiction.

Governing Law, Jurisdiction and Venue. This Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without giving effect to the principles of conflicts of lawlaw thereof. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Assumption Agreement and of the documents referred to in this Assumption Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Assumption Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Lawlaw, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in Section 16(j) of the Transaction Agreement or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement Agreement, and any and all disputes arising out of or relating in any way to this Agreement, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws of the State of Delaware Delaware, without giving effect regard to the principles of conflicts of lawlaws principles. The parties hereto hereby irrevocably submit Any action or proceeding arising out of or relating in any way to the jurisdiction this Agreement, or to enforce any of the Delaware terms of this Agreement, shall (i) be brought, heard and determined exclusively in the Court of Chancery orof the State of Delaware (the “Court”) (provided that, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, is unavailable in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementCourt, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in then any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware) and (ii) not be litigated or otherwise pursued in any forum or venue other than the Delaware Court of Chancery(or, or in the event (but only in the event) that such court does not have if subject matter jurisdiction over is unavailable in the Court, then in any forum or venue other than any other state or federal court sitting in Wilmington, Delaware). Each of the Company, Parent and Merger Sub hereby (A) irrevocably and unconditionally consents to submit to the exclusive personal jurisdiction of the Court for such litigation (but not other litigation); (B) consents to service of process by registered mail upon such Party and/or such Party’s registered agent; (C) waives any objection to the laying of venue of any such litigation in the Court and agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum; (D) waives any bond, surety or other security that might be required of any other Party with respect to any such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to including any appeal thereof; and grant the Delaware Court of Chancery, or in the event (but only in the eventE) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, EXPRESSLY WAIVES ANY RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEMAND A JURY TRIAL AS TO ANY AND ALL RIGHTS TO TRIAL BY JURY DISPUTE DESCRIBED IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYPARAGRAPH.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the principles State of conflicts New York or any other jurisdiction) that would cause the application of lawthe laws of any jurisdiction other than the State of New York. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or his, her or its affiliates against any other party or his, her or its affiliates shall be brought and determined in the courts of the State of New York sitting in the County of New York or the federal courts of the United States of America sitting in the Southern District of New York. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for himself, in the event (but only in the event) that such court does not have subject matter jurisdiction over herself or itself and with respect to his, her or its property, generally and unconditionally, with regard to any such action or proceeding, in the United States District Court for the District proceeding arising out of Delaware in respect of the interpretation and enforcement of the provisions of or relating to this Agreement and the transactions contemplated hereby. Each of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that he, she or it is not personally subject to the jurisdiction of the courts in New York as described herein for the interpretation any reason, (ii) that he, she or enforcement hereof it or his, her or its property is exempt or immune from jurisdiction of any such documentcourt 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 it is not subject thereto or that such action(A) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (C) this Agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, interpreted and construed construed, and enforced in accordance with the laws of the State of Delaware Delaware, without giving effect reference to conflicts of laws principles. The Parties hereby agree that any suit, action or proceeding against the other arising out of or based upon this Agreement (including any claim for enforcement of this Agreement, including but not limited to the principles of conflicts of law. The parties hereto hereby irrevocably submit obligations set forth in Paragraph 7) may be instituted in or removed to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or a Delaware state court located in respect Wilmington, Delaware, and any appellate court from any thereof, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Parties irrevocably waive, to the interpretation and enforcement of the provisions of fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Parties agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the parties, as the case may be, and may be enforced in any court to the jurisdiction of which they are subject by a suit upon judgment. The Parties further agree that in the documents referred to in event any Party commences a suit, action or proceeding that arises out of or is based upon this Agreement, and the Party prevailing in respect of the matters contemplated herebysuch suit, and hereby waive, and agree not to assert, as a defense in any action, suit action or proceeding for the interpretation or enforcement hereof or shall be entitled to reimbursement of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable its reasonable expenses incurred in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in including payment of its attorneys’ fees, from the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYunsuccessful party.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME OF THE PROPERTIES, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER STATES IN ORDER TO CONSUMMATE THE PURCHASE AND SALE OF SUCH PROPERTIES PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE PURCHASE AND SALE OF SUCH PROPERTIES. IT IS THE PARTIES' INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO EACH PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE. (b) For the purposes of any suit, action or proceeding involving this Agreement, Buyer and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto Seller hereby irrevocably expressly submit to the jurisdiction of the Delaware Court of Chancery or, all federal and state courts sitting in the event (but only in the event) Commonwealth of Pennsylvania and consent that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court's jurisdiction by registered mail or by personal service, provided that a reasonable time for appearance is allowed, and Buyer and Seller agree that such court does not courts shall have subject matter the exclusive jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 documentsuit, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarecommenced by any party. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person In furtherance of such parties andagreement, Buyer and Seller agree upon the request of the other party to discontinue (or agree to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with discontinuance of) any such suit, action or proceeding pending in any other jurisdiction. (c) Buyer and Seller each hereby irrevocably waive any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the manner provided herein Commonwealth of Pennsylvania and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt has been brought in an inconvenient forum.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed THIS AGREEMENT (INCLUDING THIS CHOICE-OF-LAW PROVISION) AND THE OTHER REPURCHASE DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ALL CONTROVERSIES AND DISPUTES ARISING UNDER, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS SHALL BE RESOLVED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND TO BE WHOLLY PERFORMED WITHIN SUCH STATE. THE SELLER, THE AGENT AND THE BUYERS EACH HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY, FOR THE PURPOSE OF ANY ACTION OR OTHER PROCEEDING ARISING UNDER, IN CONNECTION WITH OR RELATING TO THE REPURCHASE DOCUMENTS OR ANY RELATED TRANSACTION. To the fullest extent permitted by applicable law, the Seller, the Agent and construed in accordance with the laws of the State of Delaware without giving effect Buyers each irrevocably waives any objection that it may now or hereafter have to the principles laying of conflicts venue for any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and agrees that service of lawprocess may be made upon it in any such proceeding by registered or certified mail. The parties hereto hereby irrevocably submit Nothing herein shall affect any applicable right of any party at any time to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, initiate any suit in the United States District Court for the Southern District of Delaware in respect New York, or to remove any pending suit to that court. Nothing herein shall affect the right of the interpretation and enforcement Agent or any Buyer to accomplish service of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent manner permitted by Law, over the subject matter of such dispute and agree that mailing of process applicable law or to commence legal proceedings or otherwise proceed against Seller in any other papers in connection with any such action jurisdiction or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware New York applicable to agreements made and to be performed entirely within such State, without giving effect regard to the conflicts of law principles of conflicts of lawsuch State. The parties hereto Each Party hereby irrevocably submit and unconditionally submits to the jurisdiction of (1) the Delaware United States District Court for the Southern District of New York and (2) the Supreme Court of Chancery orthe State of New York, in New York County, for the event (but only in the event) that such court does not have subject matter jurisdiction over such purposes of any suit, action or proceedingother proceeding arising out of this Agreement. Each Party hereby agrees to commence any such action, suit or proceeding in the United States District Court for the Southern District of Delaware New York or, if such suit, action or other proceeding cannot be brought in respect such court for jurisdictional reasons, to commence such suit, action or other proceeding in the Supreme Court of the interpretation and enforcement State of the provisions New York, New York County. Service of this Agreement and any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 22.13 shall be effective service of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in process for any action, suit or proceeding for in New York with respect to any matters to which it has submitted to jurisdiction in this Agreement. Each Party irrevocably and unconditionally waives any objection to the interpretation or enforcement hereof or laying of venue of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable arising out of this Agreement in the Delaware Court of Chancery, or in the event (but only in the eventa) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of DelawareNew York or (b) the Supreme Court of the State of New York, New York County, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or that this Agreement or claim in any such document may not be enforced in or by court that any such courtsaction, and the parties hereto irrevocably agree that all claims with respect to such action suit or proceeding shall be heard and determined exclusively brought in the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, has been brought in the United States District Court for the District of Delawarean inconvenient forum. The parties hereto Each Party hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, waives to the fullest extent permitted by applicable Law, over the subject matter of such dispute and agree that mailing of process any right it may have to a trial by jury in respect to any litigation directly or other papers indirectly arising out of, under or in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthis Agreement.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed interpreted in accordance with with, the laws of the State of Delaware Delaware, without giving effect regard to the conflict of law principles thereof. Each of conflicts of law. The the parties hereto hereby irrevocably (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery orChancery, in the event (but only in the event) New Castle County, or if that such court does not have subject matter jurisdiction over such jurisdiction, a federal court sitting in the State of Delaware (the “Delaware Courts”) in any action or proceeding, in the United States District Court for the District proceeding arising out of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred or relating to in this Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or of the transactions contemplated by such courtsthis Agreement, and the parties hereto irrevocably agree (b) agrees that all claims with in respect to of such action or proceeding shall may be heard and determined exclusively in the Delaware Court of Chanceryany such court, (c) agrees that it will not attempt to deny or in the event defeat such personal jurisdiction by motion or other request for leave from any such court, and (but only in the eventd) that such court does agrees not have subject matter jurisdiction over such to bring any action or proceeding, proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the United States District Court for the District of Delaware. The parties hereto hereby consent waives any defense or inconvenient forum to and grant the Delaware Court maintenance of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such any action or proceedingproceeding so brought and waives any bond, the United States District Court for the District surety or other security that might be required of Delaware, jurisdiction over the person of such parties and, to any other party with respect thereto. To the extent permitted by Lawapplicable law, over any party hereto may make service on another party by sending or delivering a copy of the subject matter of such dispute process to the party to be served at the address and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or for the giving of notices in such Section 9.5. Nothing in this Section 9.10, however, shall affect the right of any party to serve legal process in any other manner as may be permitted by Law shall be valid and sufficient service thereoflaw. EACH OF INVESTOR AND THE PARTIES COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND WAIVES ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF INVESTOR OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by deemed to be a New York contract and shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect New York, other than any choice of law provisions that would make the laws of any other state applicable. Should either party decide to bring an action against the principles other party, the party pursuing an action agrees to xxx the other party in the jurisdiction in which it is domiciled. All counterclaims would be brought in the venue where the original action is filed. Accordingly, any action brought by Sponsor shall be brought in the state or federal courts of conflicts Maryland and any action brought by Developer against Sponsor shall be brought in the state or federal courts of lawColorado. The parties hereto hereby irrevocably submit expressly agree that the purpose of this alternate venue provision is to encourage the parties to amicably resolve any disputes without resort to the jurisdiction courts and that if resort to the court is necessary they will not contest and shall waive any objection to transfer of the Delaware Court case to the venue specified herein. Each of Chancery or, in the event (but only in the event) that such court does not have subject matter parties hereby submits respectively to jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware Colorado, located in respect of the interpretation Denver (and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that if such court does not have subject matter jurisdiction over such action or proceedinga matter at controversy between the parties, any Colorado state court located in Denver) and the United States District Court for the District of DelawareMaryland, or that this Agreement or any such document may not be enforced located in or by such courts, Baltimore (and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that if such court does not have subject matter jurisdiction over a matter at controversy between the parties, any Maryland state court located in Baltimore for purposes of all legal proceedings that may arise under this Agreement. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may have or hereafter have to the personal jurisdiction of such action court or proceeding, the laying of the venue of any such proceeding brought in such courts and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the United States District Court for the District of Delaware. The parties hereto hereby consent consents to and grant process being served in any such proceeding by the Delaware Court mailing of Chancerya copy thereof by certified mail, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andpostage prepaid, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers its address specified in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofSection 17 hereof. EACH OF THE PARTIES IRREVOCABLY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND UNCONDITIONALLY WAIVES, INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN CONNECTION WITH RESPECT OF ANY PROCEEDING LITIGATION OR ARISING OUT OF OF, UNDER, OR RELATING TO IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE MATTERS CONTEMPLATED HEREBYPARTIES HERETO.

Governing Law, Jurisdiction and Venue. This THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN NEGOTIATED AND MADE IN, AND SHALL BE GOVERNED AND INTERPRETED UNDER THE LAWS OF, THE STATE OF ARIZONA APPLICABLE TO AGREEMENTS MADE BY RESIDENTS THEREOF TO BE WHOLLY PERFORMED THEREIN. Each of the Borrower and the Lender hereby agree that all actions or proceedings initiated by the Borrower and arising directly or indirectly out of this Loan Agreement shall be governed by and construed litigated exclusively in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Superior Court of Chancery orArizona, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action Maricopa County, or proceeding, in the United States District Court for the District of Delaware Arizona (the "Arizona Courts"), and that any action initiated by the Lender and arising directly or indirectly out of this Loan Agreement may be litigated in respect any jurisdiction, at Lender's discretion. Each of the interpretation Borrower and enforcement Lender hereby: (a) expressly submit and consent in advance to the jurisdiction and venue of the provisions of this Agreement and Arizona Courts in any action or proceeding commenced by the Borrower or the Lender in any of the documents referred to in this AgreementArizona Courts, and (b) agree that jurisdiction and venue is proper in respect such courts. Each of the matters contemplated herebyBorrower and the Lender waives any claim that Phoenix, and hereby waive, and agree not to assert, as a defense in any action, suit Arizona or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of DelawareArizona is an inconvenient forum or an improper forum based on lack of venue. Should either of the Borrower or the Lender, as the case may be, after being properly served, fail to appear or answer any summons, complaint, process or paper so served within 30 days after service thereof, each of the Borrower and the Lender acknowledge that this Agreement as a result thereof, an order and/or judgment may be entered by the Lender or any the Borrower against the other as demanded or pleaded for in such document may summons, complaint, process or papers. The exclusive choice of forum set forth herein shall not be enforced deemed to preclude the enforcement by the Lender or the Borrower, as the case may be, of any judgment in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYappropriate jurisdiction.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware (without giving effect to choice of Law principles thereof). Each of the principles of conflicts of law. The parties hereto hereby Parties irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery orand any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingwhich case, in any Delaware state or federal court within the United States District Court for the District State of Delaware Delaware), in respect of the interpretation and enforcement of the provisions connection with any matter based upon or arising out of this Agreement or the actions of any Party in the negotiation, administration, performance and enforcement hereof and thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the documents referred to transactions contemplated by this Agreement in this Agreementany court other than the courts of the State of Delaware, as described above, and (d) consents to service being made through the notice procedures set forth in respect Section 11. Each of the matters Parties hereby agrees that any service of process, summons, notice or document by delivery in person or by overnight courier in accordance with Section 11 shall be effective service of process for any suit or Legal Proceeding in connection with this Agreement or the transactions contemplated hereby. Each Party hereto hereby irrevocably waives, and hereby waive, and agree agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any actionaction or Legal Proceeding with respect to this Agreement, suit or proceeding for the interpretation or enforcement hereof or of any such document, claim that it is not personally subject thereto to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 15, that it or that such action, suit its property is exempt or proceeding may not be brought or is not maintainable in the Delaware Court immune from jurisdiction of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding, in the United States District Court for the District of DelawareLegal Proceeding is improper, or that this Agreement Agreement, or any such document the subject matter hereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the Party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the parties hereto irrevocably agree United States of America; provided that all claims with respect each such Party’s consent to such action or proceeding jurisdiction and service contained in this Section 17 is solely for the purpose referred to in this Section 15 and shall not be heard and determined exclusively in the Delaware Court of Chancery, deemed to be a general submission to said courts or in the event (but only in the event) that State of Delaware other than for such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYpurpose.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware California without giving effect reference to the principles conflict of conflicts of lawJaws principles. The parties hereto hereby irrevocably submit shall not challenge such jurisdiction or venue and waive all other jurisdiction or venue. All claims, disputes and other matters arising out of or relating to this Agreement shall be submitted to, and determined by , binding arbitration in accordance with Judicial Arbitration and Mediation Services (JAMS) and, subject to the jurisdiction next sentence, in accordance with its Commercial Rules as then in effect. Without limiting the generality of the Delaware Court foregoing, if the amount in dispute is less than $3,000,000, such arbitration shall be before a single arbitrator; if the amount in dispute is at least $3,000,000, the arbitration shall be before a panel of Chancery orthree arbitrators. The arbitration shall take place in Los Angeles, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action California. Prior to submitting any claim, dispute or proceeding, in the United States District Court for the District other matters arising out of Delaware in respect of the interpretation and enforcement of the provisions of or relating to this Agreement and to binding arbitration , the parties shall attempt in good faith to resolve any dispute or controversy arising of or relating to this Agreement promptly by negotiation between executives who have authority to settle the documents referred dispute. If the dispute is not resolved by such good faith negotiation, the matter will proceed to mediation as provided in this AgreementSection 21. Except as otherwise provided herein, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding arbitration may not be brought commenced until the matter has been submitted for mediation to the JAMS dispute resolution center located in Los Angeles, California. Either party may commence mediation by providing to JAMS or is not maintainable the other party a written request for mediation , setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, the Delaware Court parties will share equally the costs of Chancerymediation, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court except each party will be responsible for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courtsits own attorney fees, and the parties hereto irrevocably agree they will participate in the mediation in good faith. All offers, promises , conduct and statements, whether oral or written, made in the course of the mediation by any of the parties , their agents, employees , experts and attorneys, and by the mediator and any JAMS employees, are confidential and privileged. Either party may seek equitable relief prior to the mediation to preserve the status quo or enforce the Agreement, pending the completion of that all claims process. Except for such an action to obtain equitable relief, neither party may submit the matter to binding arbitration with respect to such action or proceeding shall the matters submitted to mediation until forty-five (45) days after the completion of the initial mediation session. The provisions of this Section may be heard and determined exclusively in the Delaware enforced by any Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcompetent jurisdiction.

Governing Law, Jurisdiction and Venue. 17.1. This Agreement and each Warrant Certificate issued hereunder shall be governed by construed and construed enforced in accordance with and governed by the internal laws of the State of Delaware New York without giving effect to the principles of conflicts of law. law principles thereof (other than NYGOL Sections 5-1401 and 5-1402). (A) The Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Federal or State court located in the Borough of Manhattan, the City of New York, in any action or proceeding arising out of or relating to this Agreement, each Warrant Certificate issued hereunder or any other related document to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably submit to the jurisdiction and unconditionally agrees that all claims in respect of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over any such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable heard and determined in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and . Each of the parties hereto irrevocably agree agrees that all claims with respect to a final judgment in any such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (B) Nothing in this Agreement or any of the Warrant Certificates issued hereunder shall affect any right that the Holder may otherwise have to bring any action or proceeding relating to this Agreement or any of the Warrant Certificates issued hereunder against the Company or its properties in the Delaware Court courts of Chanceryany other jurisdiction. 17.3. The Company irrevocably consents to the service of any and all process in any suit, action or proceeding referred to in Section 17.2(A) by mailing of copies of such process to it at its address as provided in Section 13. All mailings under this Section shall be by certified mail, return receipt requested. Nothing in this Agreement or any of the Warrant Certificates issued hereunder will affect the right of any party to this Agreement, or any of the Warrant Certificates issued hereunder, to serve process in any other manner permitted by law. 17.4. The Company hereby irrevocably and unconditionally waives, to the event (but only in fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the event) that such court does not have subject matter jurisdiction over such laying of venue of any suit, action or proceeding, proceeding arising out of or relating to this Agreement or any of the Warrant Certificates issued hereunder in any court referred to in Section 17.2(A). Each of the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andirrevocably waives, to the fullest extent permitted by Lawlaw, over the subject matter defense of such dispute and agree that mailing an inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding referred to in the manner provided herein or Section 17.2(A) in any such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt.

Governing Law, Jurisdiction and Venue. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware New York, without giving effect regard to the principles of conflicts of lawlaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. The parties hereto hereby Company and the Investor irrevocably submit to the jurisdiction of the Delaware Court of Chancery orsuch courts, in the event (but only in the event) which jurisdiction shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such court does not have subject matter jurisdiction over courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding, proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the United States District Court effect for the District of Delaware in respect of the interpretation and enforcement of the provisions of notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the documents referred Transaction Documents, then, in addition to in this Agreement, and in respect the obligations of the matters contemplated herebyCompany under Section 5.12, and hereby waive, and agree not to assert, as a defense the prevailing party in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard reimbursed by the non-prevailing party for its reasonable attorneys’ fees and determined exclusively in other costs and expenses incurred with the Delaware Court investigation, preparation and prosecution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware New York without giving effect to the principles of conflicts conflict of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service laws thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws internal law of the State of Delaware Delaware, without giving effect regard to conflict of law principles that would result in the principles application of conflicts any law other than the law of lawthe State of Delaware. The parties hereto (a) hereby irrevocably and unconditionally submit to the jurisdiction of the Delaware Court state courts of Chancery or, in California and to the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in of the United States District Court for the Northern District of Delaware in respect California for the purpose of the interpretation and enforcement any suit, action or other proceeding arising out of the provisions of this Agreement and of the documents referred to in or based upon this Agreement, and (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in respect the state courts of California or the matters contemplated herebyUnited States District Court for the Northern District of California, and (c) hereby waive, and agree not to assert, by way of motion, as a defense defense, or otherwise, in any actionsuch suit, suit action or proceeding for the interpretation or enforcement hereof or of proceeding, any such document, claim that it is not subject thereto personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such actionthe suit, suit action or proceeding may not be is brought or is not maintainable in an inconvenient forum, that the Delaware Court venue of Chancerythe suit, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, proceeding is improper or that this Agreement or any such document the subject matter hereof may not be enforced in or by such courtscourt. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of ChanceryTHE OTHER TRANSACTION DOCUMENTS, or in the event THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingINCLUDING NEGLIGENCE), in the United States District Court for the District of DelawareBREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES IRREVOCABLY HERETO AND UNCONDITIONALLY WAIVESTHESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS TO TRIAL BY JURY IN CONNECTION FOLLOWING CONSULTATION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYLEGAL COUNSEL.

Governing Law, Jurisdiction and Venue. This THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any and all claims, disputes or controversies arising under, out of, or in connection with the Agreement which the parties shall be governed by unable to resolve within sixty (60) days shall be mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing, which describes in reasonable detail the nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and construed shall additionally have advised the other party in accordance writing of the name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, the party against whom the dispute shall be raised shall select a qualified mediation firm in the New York City metropolitan area, and such representatives shall schedule a date with such firm for a mediation hearing. The parties shall enter into good faith mediation and shall share the laws costs equally. If the representatives of the parties have not been able to resolve the dispute within thirty (30) days after such mediation hearing, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Courts of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action New Jersey or proceeding, in the United States District Court for the District of Delaware in respect the State of New Jersey, to whose jurisdiction for such purposes the interpretation parties each hereby irrevocably consents and enforcement of submits. Notwithstanding the provisions of this Agreement and of the documents referred to foregoing, nothing in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not Article shall be construed to assert, as a defense in waive any action, suit rights or proceeding for the interpretation or enforcement hereof or timely performance of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that obligations existing under this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYAgreement.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME PORTION OF THE PROPERTY, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER JURISDICTIONS IN ORDER TO CONSUMMATE THE PURCHASE AND SALE OF THE INTERESTS AND THE PROPERTY PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE PURCHASE AND SALE OF THE INTERESTS AND THE PROPERTY. IT IS THE PARTIES’ INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO THE INTERESTS AND THE PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE. (b) For the purposes of any suit, action or proceeding involving this Agreement, Buyer and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto Sellers hereby irrevocably expressly submit to the jurisdiction of the Delaware Court of Chancery or, all federal and state courts sitting in the event (but only in the event) State of New York and consent that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service; provided that a reasonable time for appearance is allowed, and Buyer and Sellers agree that such court does not courts shall have subject matter the exclusive jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 documentsuit, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarecommenced by any party. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person In furtherance of such parties andagreement, Buyer and Sellers agree upon the request of any party to discontinue (or agree to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with discontinuance of) any such suit, action or proceeding pending in any other jurisdiction. (c) Buyer and Sellers hereby irrevocably waive any objection that Buyer or any Seller may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the manner provided herein State of New York and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt has been brought in an inconvenient forum.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. The parties hereto hereby Each party to this Agreement: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event State of Delaware (but only and each appellate court located in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware in respect connection with any such legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the State of the interpretation Delaware shall be deemed to be a convenient forum; and (iii) waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any actionsuch legal proceeding commenced in any state or federal court located in the State of Delaware, suit or proceeding for the interpretation or enforcement hereof or of any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this SECTION 4.1 by the state and federal courts located in the State of Delaware and in connection therewith hereby waives, and the parties hereto irrevocably agree that all claims with respect agrees not to such action or proceeding shall be heard and determined exclusively in the Delaware Court assert by way of Chancerymotion, as a defense, or in the event (but only in the event) otherwise, any claim that such court does not have subject matter jurisdiction over such action resolution, settlement, order or proceeding, in award is inconsistent with or violative of the United States District Court for laws or public policy of the District laws of Delaware. The parties hereto hereby consent to and grant the State of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYjurisdiction.

Governing Law, Jurisdiction and Venue. This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without giving effect to the principles of conflicts of lawlaws thereof. The parties Each Party hereto hereby (i) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction any State Court of the State of Delaware or any Federal Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for of America sitting in the District State of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingcollectively, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) waives any objection to the laying of venue of any such action litigation in any of the Delaware Courts, (iii) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iv) agrees that it will not bring any action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the manner provided herein transactions contemplated hereby, in any court or other tribunal, other than any of the Delaware Courts. Each Party hereto hereby irrevocably and unconditionally agrees that service of process in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such Party at the address specified in Section 19. Service made in such manner, to the fullest extent permitted by applicable law, shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by Law shall be valid applicable law. Each of the Parties hereto hereby agrees that this Agreement involves at least $100,000 and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthat this Agreement has been entered into in express reliance on 6 Del. C. § 2708.

Governing Law, Jurisdiction and Venue. This Agreement (including this choice-of-law provision) and the other Repurchase Documents shall be governed by and construed and all controversies and disputes arising under, in connection with or relating to this Agreement and the other Repurchase Documents shall be resolved, in accordance with the laws of the State of Delaware without giving effect New York (pursuant to Section 5-1401 of the New York General Obligations Law to the principles extent such laws would otherwise not apply) and the United States of conflicts of lawAmerica applicable to contracts made and to be wholly performed within such State. The parties hereto Seller, the Administrative Agent and the Buyers each hereby irrevocably submit submits to the nonexclusive jurisdiction and venue of the Delaware United States District Court for the Southern District of Chancery New York located in the Borough of Manhattan Division in the City of New York or, in the event (but only in the event) that if such court does not have subject matter jurisdiction over such jurisdiction, the Supreme Court of the State of New York, New York County for the purpose of any action or proceedingother proceeding arising under, in connection with or relating to the Repurchase Documents or any related Transaction, pursuant to Section 5-1402 of the New York General Obligations Law to the extent such submission would otherwise not be effective. To the fullest extent permitted by applicable law, the Seller, the Administrative Agent and the Buyers each irrevocably waives any objection that it may now or hereafter have to the laying of venue for any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and agrees that service of process may be made upon it in any such proceeding by registered or certified mail. Nothing herein shall affect any applicable right of any party at any time to initiate any suit in the United States District Court for the Southern District of Delaware in respect New York, Manhattan Division, or to remove any pending suit to that court. Nothing herein shall affect the right of the interpretation and enforcement Administrative Agent or any Buyer to accomplish service of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent manner permitted by Law, over applicable law or to commence legal proceedings or otherwise proceed against the subject matter of such dispute and agree that mailing of process Seller in any other jurisdiction or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt.

Governing Law, Jurisdiction and Venue. This I understand and agree that in the event of any disputes under this Agreement, then the following applies: A. The Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, Province or Territory in which I last worked for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. B. The parties agree that the exclusive and mandatory venue for adjudicating any disputes under this Agreement shall be governed the federal court or state (or provincial or territorial, as the case may be) court having original jurisdiction for the location in which I last worked for the Company. C. The parties hereby consent to jurisdiction in such court for such purpose, and I consent to service of process by and construed mail in accordance with the laws respect of the State of Delaware without giving effect to the principles of conflicts of lawany such suit, action or proceeding. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, and hereby waive, and further agree not to assert, as a defense file any action relating in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that way to this Agreement in any court other than as specified in this Section. Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or any such document may not be enforced in or program agreed to by such courts, me and the parties hereto irrevocably agree that all claims with respect to Company, then such action or proceeding arbitration shall be heard the sole and determined exclusive venue for adjudicating such disputes, other than any requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in the Delaware Court of Chancerycourt pursuant to Section 9 above even in otherwise arbitrable disputes. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND UNDERSTAND THIS AGREEMENT AND ALL OF ITS TERMS. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN PROVIDED AN ADEQUATE OPPORTUNITY TO REVIEW THIS AGREEEMENT, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingTO ASK QUESTIONS ABOUT THIS AGREEMENT AND TO HAVE A LAWYER OF MY CHOOSING REVIEW THIS AGREEMENT. I AM SIGNING THIS AGREEMENT VOLUNTARILY, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH AND I VOLUNTARILY CONSENT TO ALL OF THE PARTIES IRREVOCABLY TERMS AND UNCONDITIONALLY WAIVESCONDITIONS CONTAINED HEREIN. I STIPULATE, ACKNOWLEDGE AND AGREE THAT THE BENEFITS AND CONSIDERATION THE COMPANY IS PROVIDING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY ME IN CONNECTION WITH ANY PROCEEDING ARISING OUT MY EMPLOYMENT ARE SUFFICIENT CONSIDERATION FOR ALL OF OR RELATING TO THE TERMS IN THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYAGREEMENT. Signature: _______________________________ Date: _______________________________ Form of Release Agreement[1] I, Xxxxxxx X. Xxxxxxx, understand that my employment with TriNet Group, Inc. or one of its subsidiaries (the “Company”) will terminate effective [_______] (the “Termination Date”). The Company has agreed that if I choose to sign this Release Agreement (“Release”) and not revoke it, the Company will, as severance benefits, pay me the severance benefits set forth in, and subject to the terms and conditions of, the Employment Agreement by and between the Company and me dated February 12, 2024 (the “Employment Agreement”); provided I comply with the terms and conditions of the Employment Agreement relating to payment of such severance benefits.

Governing Law, Jurisdiction and Venue. This Agreement Agreement, including its formation, performance, enforcement and termination, and all aspects of the Parties’ relationship hereunder, shall be governed by and construed in accordance with the internal laws of the State of Delaware New York applicable to agreements made and to be performed entirely within such State, without giving effect regard to the conflicts of law principles of conflicts of lawsuch State. The parties hereto Each Party hereby irrevocably submit and unconditionally submits to the jurisdiction of (1) the Delaware United States District Court for the Southern District of New York and (2) the Supreme Court of Chancery orthe State of New York, in New York County, for the event (but only in the event) that such court does not have subject matter jurisdiction over such purposes of any suit, action or proceedingother proceeding arising out of this Agreement. Each Party hereby agrees to commence any such action, suit or proceeding in the United States District Court for the Southern District of Delaware New York or, if such suit, action or other proceeding cannot be brought in respect such court for jurisdictional reasons, to commence such suit, action or other proceeding in the Supreme Court of the interpretation and enforcement State of the provisions New York, New York County. Service of this Agreement and any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth in Section 22.12 shall be effective service of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in process for any action, suit or proceeding for in New York with respect to any matters to which it has submitted to jurisdiction in this Agreement. Each Party irrevocably and unconditionally waives any – Voya Confidential – 65 objection to the interpretation or enforcement hereof or laying of venue of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable arising out of this Agreement in the Delaware Court of Chancery, or in the event (but only in the eventa) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of DelawareNew York or (b) the Supreme Court of the State of New York, New York County, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or that this Agreement or claim in any such document may not be enforced in or by court that any such courtsaction, and the parties hereto irrevocably agree that all claims with respect to such action suit or proceeding shall be heard and determined exclusively brought in the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, has been brought in the United States District Court for the District of Delawarean inconvenient forum. The parties hereto Each Party hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, waives to the fullest extent permitted by applicable Law, over the subject matter of such dispute and agree that mailing of process any right it may have to a trial by jury in respect to any litigation directly or other papers indirectly arising out of, under or in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthis Agreement.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware without giving effect Florida, applicable to contracts executed in and to be performed entirely within that State. (b) Without limiting any rights or remedies under the principles second sentence of conflicts Section 7.11 of lawthis Agreement, any dispute, controversy or claim arising out of or relating to this Agreement or the Transaction Documents or the validity, interpretation, breach or termination thereof (a “Dispute”), shall be resolved in accordance with the procedures set forth in Article IX of the Separation Agreement, which is incorporated herein by reference, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified below. The All actions, claims and proceedings arising out of this Agreement not otherwise resolved as provided in Article IX of the Separation Agreement, together with the enforcement of any judgments or orders resulting from such proceedings, shall be heard and determined in any state or federal court sitting in the Southern District of the State of Florida, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery orsuch courts (and, in the event (but only in case of appeals, appropriate appellate courts therefrom). The parties irrevocably waive the event) that such court does not have subject matter jurisdiction over defense of an inconvenient forum to the maintenance of any such action or proceeding, . Each party hereby consents to process being served in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding by the delivery of a copy thereof to the addresses and set forth in the manner provided herein or in Section 7.8, and each party acknowledges that such other manner as may be permitted by Law service shall be valid constitute good and sufficient service of process or notice thereof. The consents to jurisdiction set forth in this Section 7.5 do not constitute general consents to service of process in the State of Florida and will have no effect for any purpose except as provided in this Section 7.5. (c) EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHTS RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME OF THE PROPERTIES, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER STATES IN ORDER TO CONSUMMATE THE PURCHASE AND SALE OF SUCH PROPERTIES PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE PURCHASE AND SALE OF SUCH PROPERTIES. IT IS THE PARTIES' INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO EACH PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE. (b) For the laws purposes of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto any suit, action or proceeding involving this Agreement, Buyer hereby irrevocably submit expressly submits to the jurisdiction of the Delaware Court of Chancery or, all federal and state courts sitting in the event (but only in the event) State of New York and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court's jurisdiction by registered mail or by personal service, provided that a reasonable time for appearance is allowed, and Buyer agrees that such court does not courts shall have subject matter the exclusive jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 documentsuit, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarecommenced by any party. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person In furtherance of such parties andagreement, Buyer agrees upon the request of any Seller to discontinue (or agree to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with discontinuance of) any such suit, action or proceeding pending in any other jurisdiction. (c) Buyer hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the manner provided herein State of New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt has been brought in an inconvenient forum.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE PARTIES RECOGNIZE THAT, WITH RESPECT TO SOME OF THE PROPERTIES, IT MAY BE NECESSARY FOR THE PARTIES TO COMPLY WITH CERTAIN ASPECTS OF THE LAWS OF OTHER STATES IN ORDER TO CONSUMMATE THE PURCHASE AND SALE OF SUCH PROPERTIES PURSUANT HERETO. THE PARTIES AGREE TO COMPLY WITH SUCH OTHER LAWS TO THE EXTENT NECESSARY TO CONSUMMATE THE PURCHASE AND SALE OF SUCH PROPERTIES. IT IS THE PARTIES' INTENT THAT THE PROVISIONS OF THIS AGREEMENT BE APPLIED TO EACH PROPERTY IN A MANNER THAT RESULTS IN THE GREATEST CONSISTENCY POSSIBLE. (b) For the laws purposes of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto any suit, action or proceeding involving this Agreement, Buyer hereby irrevocably submit expressly submits to the jurisdiction of the Delaware Court of Chancery or, all federal and state courts sitting in the event (but only in the event) State of California and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court's jurisdiction by registered mail or by personal service, provided that a reasonable time for appearance is allowed, and Buyer agrees that such court does not courts shall have subject matter the exclusive jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 documentsuit, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarecommenced by any party. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person In furtherance of such parties andagreement, Buyer agrees upon the request of any Seller to discontinue (or agree to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with discontinuance of) any such suit, action or proceeding pending in any other jurisdiction. (c) Buyer hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the manner provided herein State of California and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt has been brought in an inconvenient forum.

Governing Law, Jurisdiction and Venue. This Agreement shall be is governed by and is to be construed in accordance under Federal law and, to the extent not inconsistent with Federal law, the laws of the State of Delaware without giving effect Tennessee (but not its conflicts‐of‐laws rules of decision or laws). Each party hereto irrevocably submits to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the sole and exclusive jurisdiction of the Delaware United States District Court for the Eastern District of Chancery or, in Tennessee for the event (but only in purposes of any action arising out of or based upon this Agreement or relating to the event) that such court does not have subject matter hereof. It is further agreed that service of any process, summons, notice or document by U.S. registered or certified mail to TVA’s address set forth in Section 11 above shall be effective service of process for any action, suit or proceeding with respect to any matters to which TVA has submitted to jurisdiction over such action in this Section 16(j). It is further agreed that service of any process, summons, notice, or proceedingdocument on Grantee shall be obtained by personally delivering a copy of the summons and complaint or other process, notice, or document to the Mayor of Xxxx County, Tennessee. Said personal delivery shall be effective service of process for any action, suit or proceeding with respect to any matters to which Xxxxxxx has submitted to jurisdiction in this Section 16(j). Each party hereto irrevocably and unconditionally waives any objection to the laying of jurisdiction and venue of any action, suit or proceeding in the United States District Court for the Eastern District of Delaware 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 matters contemplated herebyTennessee, and hereby waive, further irrevocably and agree unconditionally waives and agrees not to assert, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, has been brought in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarean inconvenient forum. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO RIGHT OF TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYANY MATTER ARISING HEREUNDER OR THEREUNDER.

Governing Law, Jurisdiction and Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State Hong Kong. Any dispute, controversy or claim arising out of Delaware without giving effect or relating to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of any party with notice to the other party. The arbitration shall be conducted in respect Hong Kong under the auspices of the matters contemplated herebyHong Kong International Arbitration Centre (the “HKIAC”) in accordance with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this Section 7.7. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English. Each party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the party receiving the request. Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby waivesubmits to the exclusive jurisdiction of HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and agree not any party to assert, as the dispute may apply to a defense in any action, suit or proceeding court of competent jurisdiction for enforcement of such award. Any party to the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, 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 dispute shall be heard and determined exclusively in entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the Delaware Court constitution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYarbitral tribunal.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by and construed in accordance with with, and governed in all respects by, the internal laws of the State of Delaware Michigan (without giving effect to the principles of conflicts of law. The parties hereto hereby laws). (b) Each Party to this Agreement (other than the MFA): (i) irrevocably submit submits to the exclusive jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Circuit Court for the District County of Delaware Xxxxx in respect the State of Michigan and any state appellate court therefrom within the interpretation and enforcement State of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding Michigan for the interpretation or enforcement hereof or purpose of any such documentlegal proceeding directly or indirectly based upon, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court relating to arising out of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in transaction contemplated hereby or by such courtsthe negotiation, execution or performance hereof or thereof and the parties hereto irrevocably agree agrees that all claims with in respect to of such action or proceeding shall be brought in, and may be heard and determined determined, exclusively in such state or federal courts; (ii) irrevocably consents to the Delaware Court service of Chancerythe summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such Party at the addresses set forth in Section 501, provided that nothing in this Section 507 shall affect the right of any Party to serve legal process in any other manner permitted by law; (iii) acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in any legal proceeding directly or indirectly based upon, relating to or arising out of this Agreement or any transaction contemplated hereby or the negotiation, execution or performance hereof or thereof; and (iv) certifies and acknowledges that (A) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or of any legal proceeding, seek to enforce the foregoing waiver in Section 507(b)(iii); (B) each Party understands and has considered the United States District Court for the District implication of Delaware. The parties hereto hereby consent such waiver; (C) each Party makes such waiver voluntarily and (D) each Party has been induced to and grant the Delaware Court of Chanceryenter into this Agreement by, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingamong other things, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute mutual waivers and agree that mailing of process or other papers certifications in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthis Section 507.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, EXCEPT AS TO REAL PROPERTY MATTERS DIRECTLY RELATED TO A SINGLE INDIVIDUAL SITE AND WHICH MUST NECESSARILY BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE RESPECTIVE REAL PROPERTY OF SUCH SITE IS LOCATED (the laws “Property State”), WHICH MATTERS AS TO A SPECIFIC SITE WILL BE GOVERNED BY THE LAW OF THE RESPECTIVE PROPERTY STATE FOR SUCH SITE. For the purposes of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit any suit, action or proceeding involving this Agreement, each Party expressly submits to the jurisdiction of the Delaware Circuit Court of Chancery for Baltimore City, Maryland, or, in the event (but only in the event) if that such court Court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingjurisdiction, the United States District Court for the District of DelawareMaryland, Baltimore Division, and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service, provided that a reasonable time for appearance is allowed, and each Party agrees that such courts will have jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such suit, action or proceeding commenced by any Party. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the manner provided herein State of Maryland and further irrevocably waives any claim that any such suit, action or proceeding brought in any such other manner court has been brought in an inconvenient forum. The foregoing provisions are not intended to establish the State of Maryland as may be permitted by Law shall be valid the exclusive forum for any suit, action or proceeding involving this Agreement, but merely to establish the consent and sufficient service thereofagreement of each Party to such non-exclusive jurisdiction and venue in the event of any contest or dispute over such matters. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.45

Governing Law, Jurisdiction and Venue. This Agreement Each of Lessor and Lessee hereby agrees that the State of Delaware has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limiting the generality of the foregoing, matters of construction, validity and performance) this Lease and the obligations arising hereunder shall be governed by by, and construed in accordance with with, the laws of the State of Delaware without giving effect applicable to contracts made and performed therein and all applicable law of the United States of America; except that, at all times, the provisions for the creation of the 244 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. leasehold estate, enforcement of Lessor’s rights and remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment, dispossession, eviction or other in-rem proceeding or action regarding each of the Sites shall be governed by and construed according to the principles laws of conflicts the state in which such Site is located, it being understood that, to the fullest extent permitted by law of such State, the law of the State of Delaware shall govern the validity and the enforceability of this Lease, and the obligations arising hereunder. To the fullest extent permitted by law, each party hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Lease. The Any legal suit, action or proceeding arising out of or relating to this Lease may be instituted in any federal or state court sitting in New Castle County in the State of Delaware and the parties hereto each waive any objection which it may have to the laying of venue of any such suit, action or proceeding in such County and State. Each party hereby expressly and irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that any such court does not have subject matter jurisdiction over such in any suit, action or proceeding. Notwithstanding the foregoing, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreementnothing herein shall prevent or prohibit Lessor from instituting any suit, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any other proper venue or jurisdiction in which the manner provided herein applicable Site is located or in such where service of process can be effectuated. . In the event any provision of this Lease is declared illegal, invalid, or unenforceable or contrary to law, it shall not affect any other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYpart.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware California without giving effect reference to the principles conflict of conflicts of lawJaws principles. The parties hereto hereby irrevocably submit shall not challenge such jurisdiction or venue and waive all other jurisdiction or venue. All claims, disputes and other matters arising out of or relating to this Agreement shall be submitted to, and determined by, binding arbitration in accordance with Judicial Arbitration and Mediation Services (JAMS) and, subject to the jurisdiction next sentence, in accordance with its Commercial Rules as then in effect. Without limiting the generality of the Delaware Court foregoing, if the amount in dispute is less than $3,000,000, such arbitration shall be before a single arbitrator; if the amount in dispute is at least $3,000,000, the arbitration shall be before a panel of Chancery orthree arbitrators. The arbitration shall take place in Los Angeles, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action California. Prior to submitting any claim, dispute or proceeding, in the United States District Court for the District other matters arising out of Delaware in respect of the interpretation and enforcement of the provisions of or relating to this Agreement and to binding arbitration , the parties shall attempt in good faith to resolve any dispute or controversy arising of or relating to this Agreement promptly by negotiation between executives who have authority to settle the documents referred dispute. If the dispute is not resolved by such good faith negotiation, the matter will proceed to mediation as provided in this AgreementSection 21. Except as otherwise provided herein, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding arbitration may not be brought commenced until the matter has been submitted for mediation to the JAMS dispute resolution center located in Los Angeles, California. Either party may commence mediation by providing to JAMS or is not maintainable the other party a written request for mediation , setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, the Delaware Court parties will share equally the costs of Chancerymediation, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court except each party will be responsible for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courtsits own attorney fees, and the parties hereto irrevocably agree they will participate in the mediation in good faith. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties , their agents, employees , experts and attorneys, and by the mediator and any JAMS employees, are confidential and privileged. Either party may seek equitable relief prior to the mediation to preserve the status quo or enforce the Agreement, pending the completion of that all claims process. Except for such an action to obtain equitable relief, neither party may submit the matter to binding arbitration with respect to such action or proceeding shall the matters submitted to mediation until forty-five (45) days after the completion of the initial mediation session. The provisions of this Section may be heard and determined exclusively in the Delaware enforced by any Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcompetent jurisdiction.

Governing Law, Jurisdiction and Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware New York, without giving effect regard to the principles of conflicts of lawlaw thereof. The parties Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the Delaware Court of Chancery orany such court, in the event (but only in the event) that such court does not have subject matter jurisdiction over such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the United States District Court effect for the District notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of Delaware process and notice thereof. Nothing contained herein shall be deemed to limit in respect of the interpretation and enforcement of the any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement and of the documents referred to in this Agreement, and then the prevailing party in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard reimbursed by the other party for its reasonable attorneys’ fees and determined exclusively in other costs and expenses incurred with the Delaware Court investigation, preparation and prosecution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Prevailing Party Fees and Waiver of Jury Trial: The Agreement shall be governed by and construed in accordance with according to the laws of the State of Delaware without giving effect to Florida, USA, not including its choice of law rules, and the principles 1980 UN Convention on Contracts for the International Sale of conflicts Goods shall not apply. In the event of law. The any dispute or claim, the parties hereto hereby irrevocably submit to agree that any lawsuit shall be filed only in the jurisdiction of the Delaware Court of Chancery orstate or federal courts sitting in Indian River County, Florida (“Indian River Courts”); provided, however, in the event of a dispute relating to the non-payment of sums claimed to be due (but only in whatever may be the eventreason for such non-payment) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect repossession or redelivery of the interpretation and enforcement of Parts, SELLER shall have the provisions of this Agreement and of the documents referred right to bring an action therefor in this Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such competent court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, having jurisdiction over the person of such parties andPart, to the extent permitted by LawAgreement, over the PURCHASER or the subject matter of such dispute and agree in dispute. PURCHASER waives to the fullest extent possible any claim that mailing the courts in Indian River County, Florida, do not have jurisdiction over PURCHASER, that venue is improper or that the forum is inconvenient. PURCHASER agrees that service of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted made upon PURCHASER by Law shall hand delivery, certified or registered mail reputable courier delivery to PURCHASER at the address listed on SELLER’s Quote or Invoice or the PPO. Except as otherwise provided herein, the prevailing party in any ll be valid entitled to recover its reasonable attorney’s fees and sufficient service thereofcosts of litigation and appeal. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISIG OUT OF OR RELATING TO THIS AGREEMENT. PURCHASER agrees that service of process in any proceeding may be made upon PURCHASER by hand delivery, certified or registered mail or reputable courier delivery to PURCHASER at the address listed on SELLER’s Quote or Invoice or the PPO. Except as otherwise provided herein, the prevailing party in any lawsuit shall be entitled to recover its reasonable attorney’s fees and costs of litigation and appeal. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYAGREEMENT.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with The parties agree that the laws of the State of Delaware Nevada shall govern the terms, interpretation, and enforcement of this Promissory Note and all matters or documents arising out of or in any way related to this Promissory Note, without giving effect regard to any conflict-of-law provisions to the extent such principles or rules would require or permit the application of conflicts the laws of lawany jurisdiction other than those of the State of Nevada. The Each party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in White Pine County, Nevada, in any legal or equitable suit, action, or proceeding arising out of or based upon this Promissory Note. If for any reason the state courts of White Pine County, Nevada, are unable to adjudicate a dispute under this Promissory Note, then the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of the Delaware Court state courts in Washoe County, Nevada. It is not the intent of Chancery orthe parties to adjudicate any dispute under this Promissory Note in federal court. However, should for any reason a legal or equitable suit, action, or proceeding arising out of or based upon this Promissory Note occur in federal court, the event (but only parties agree that the federal courts in Washoe County, Nevada, have exclusive jurisdiction and shall be the event) that such court does not have subject matter jurisdiction over such action exclusive venue for any legal or proceedingequitable suit, in the United States District Court action, or proceeding arising out of or based upon this Promissory Note. Borrower has executed this Promissory Note as of this day of , 2020. S & S Shortline Leasing, LLC, a Utah limited liability company By: Name: Xxxxxxx Xxxxxxxx Title: Manager This Guaranty Agreement is entered into by Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx, husband and wife, jointly and severally as "Guarantor," for the District of Delaware in respect benefit of the interpretation and enforcement City of the provisions of this Agreement and of the documents referred to in this AgreementXxx, and in respect of the matters contemplated herebyNevada, and hereby waive, and agree not to asserta Nevada municipal corporation, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event to an undivided fifty percent (but only in the event50%) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courtsinterest, and the parties hereto irrevocably agree that all claims Nevada Northern Railway Foundation, Inc., a Nevada nonprofit corporation, as to an undivided fifty percent (50%) interest (together with respect their respective successors and assigns, individually or collectively as the context requires, as "Lender"). This Guaranty Agreement is entered into pursuant to such action or proceeding shall be heard a Settlement, Sale, and determined exclusively in Mutual Release of All Claims Agreement (“Settlement Agreement”) entered into by and among S & S Shortline Leasing, LLC, a Utah limited liability company (“S & S”), Guarantor, and Lender. Guarantor is the Delaware Court owner of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.S & S.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. The parties hereto hereby Each party to this Agreement: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event State of Delaware (but only and each appellate court located in the eventState of Delaware) that in connection with any such court does not have subject matter jurisdiction over such action or legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the United States District Court for the District State of Delaware in respect of the interpretation shall be deemed to be a convenient forum; and (iii) waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any actionsuch legal proceeding commenced in any state or federal court located in the State of Delaware, suit or proceeding for the interpretation or enforcement hereof or of any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 5.2 by the state and federal courts located in the State of Delaware and in connection therewith hereby waives, and the parties hereto irrevocably agree that all claims with respect agrees not to such action or proceeding shall be heard and determined exclusively in the Delaware Court assert by way of Chancerymotion, as a defense, or in the event (but only in the event) otherwise, any claim that such court does not have subject matter jurisdiction over such action resolution, settlement, order or proceeding, in award is inconsistent with or violative of the United States District Court for laws or public policy of the District laws of Delaware. The parties hereto hereby consent to and grant the State of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYjurisdiction.

Governing Law, Jurisdiction and Venue. This Agreement shall will be governed by and construed in accordance with the laws of the State of Delaware without giving effect applicable to the principles of conflicts of lawcontracts made and to be performed entirely within such State. The parties hereto hereby irrevocably submit to the jurisdiction Each of the Delaware Court of Chancery or, in the event (but only in the event) parties irrevocably agrees that such court does not have subject matter jurisdiction over such any legal action or proceeding, in the United States District Court proceeding with respect to this Agreement or for the District recognition or enforcement of Delaware any judgment 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not shall be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in Chancery and any state appellate court therefrom within the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware. The Each of the parties hereto hereby consent irrevocably submits with regard to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the manner provided herein personal jurisdiction of such courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof or thereof, may not be not enforced in or by such courts. Each of the parties hereto irrevocably consents to the service of process out of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware in any such action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to its address set forth in Section 7.7 of this Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYapplicable law.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect regard to the principles its rules of conflicts conflict of lawlaws. The parties hereto Each of Buyer and Seller hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Delaware Court of Chancery or, in (the event (but only in the event“Chancery Court”) that such court does not have subject matter jurisdiction over such action for any litigation arising out of or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of relating to this Agreement and of the documents referred to in this Agreement, transactions contemplated hereby (and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertcommence any litigation relating thereto except in such courts), as a defense in waives any action, suit or proceeding for objection to the interpretation or enforcement hereof or laying of venue of any such document, that it is litigation in the Chancery Court and agrees not subject thereto to plead or claim in the Chancery Court that such action, suit or proceeding may not be litigation brought or is not maintainable therein has been brought in the Delaware Court any inconvenient forum. Each of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree agrees that all claims with respect to service of process may also be made on such action party by prepaid certified mail (or proceeding shall be heard and determined exclusively in airmail if the Delaware Court party is outside of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States) with a proof of mailing receipt validated by United States District Court for Postal Service constituting evidence of valid service. Service made pursuant to the District process above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event . (but only in the eventb) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVE ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN OR AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY.

Governing Law, Jurisdiction and Venue. This I understand and agree that in the event of any disputes under this Agreement, then the following applies: A. The Agreement shall will be governed by by, construed, interpreted, and construed in accordance with its validity determined under the laws of the State of Delaware without giving effect Colorado. B. The parties hereby consent to the principles jurisdiction in such court for such purpose, and I consent to service of conflicts process by mail in respect of lawany such suit, action or proceeding. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, and hereby waive, and further agree not to assert, as a defense file any action relating in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that way to this Agreement in any court other than as specified in this Section. Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by me and the Company, then such arbitration shall be the sole and exclusive venue for adjudicating such disputes, other than any such document may requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in court pursuant to Section 9 above even in otherwise arbitrable disputes. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND UNDERSTAND THIS AGREEMENT AND ALL OF ITS TERMS. I FURTHER ACKNOWLEDGE THAT I HAVE RECEIVED A COLORADO NOTICE REGARDING COVENANT NOT TO COMPETE PERTAINING TO THIS AGREEMENT AND ITS PROVISIONS. I ACKNOWLEDGE THAT I HAVE BEEN PROVIDED AN ADEQUATE OPPORTUNITY TO REVIEW THIS AGREEMENT, TO ASK QUESTIONS ABOUT THIS AGREEMENT AND TO HAVE A LAWYER OF MY CHOOSING REVIEW THIS AGREEMENT. I AM SIGNING THIS AGREEMENT VOLUNTARILY, AND I VOLUNTARILY CONSENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. I STIPULATE, ACKNOWLEDGE AND AGREE THAT THE BENEFITS AND CONSIDERATION THE COMPANY IS PROVIDING TO ME IN CONNECTION WITH MY EMPLOYMENT ARE SUFFICIENT CONSIDERATION FOR ALL OF THE TERMS IN THIS AGREEMENT. Signature: /s/ Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxx Date: I have no inventions to disclose I disclose inventions as described below 1. Except as listed in Section 2 below, the following is a complete list of all inventions, improvements, creations or works that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company. 2. Due to a prior confidentiality agreement, I cannot be enforced complete the disclosure in Section 1 above. Instead, I list the inventions, improvements or by such courtsworks generally, and the parties hereto irrevocably agree that all claims with respect party(ies) to such action whom I owe proprietary rights and a duty of confidentiality. 4. Note- if you require additional space to list your previous inventions or proceeding shall be heard and determined exclusively in the Delaware Court of Chanceryneed to attach additional relevant paperwork, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYplease contact XXXX@xxxxxx.xxx.

Governing Law, Jurisdiction and Venue. This All questions arising with respect to the provisions of this Agreement shall be governed determined by and construed in accordance with application of the laws of the State of Delaware Delaware, without giving any effect to any conflict of law provisions thereof, except to the principles of conflicts of extent Delaware law is preempted by federal law. The parties hereto hereby irrevocably submit obligation of the Company to sell and deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock. The Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the Delaware Court courts located in Louisiana, the court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court of America for the Western District of Delaware in respect Louisiana, and appellate courts having jurisdiction of appeals from any of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreementforegoing, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, 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 in respect to of any such action or proceeding Proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such state court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andor, to the extent permitted by Lawlaw, over in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the subject matter Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such dispute process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that mailing nothing in the Plan shall affect the right to effect service of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthe laws of the State of Delaware.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, except that (i) the provisions of the DLLCA and construed in accordance with the laws MGCL applicable to the authorization, effectiveness and effects of the Company Merger will apply to the Company Merger. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware without giving effect or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, in the State of Delaware, for the purposes of any Action arising out of or relating to the principles of conflicts of lawthis Agreement or any transaction contemplated hereby. The parties Each party hereto hereby irrevocably submit and unconditionally waives any objection to the jurisdiction laying of venue of any Action arising out of this Agreement or the Delaware transactions contemplated hereby in the Court of Chancery or, in of the event (but only in State of Delaware and the event) that such court does not have subject matter jurisdiction over such action or proceeding, in federal courts of the United States District Court for of America located in the District State of Delaware 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 matters contemplated herebyDelaware, and hereby waive, further irrevocably and agree unconditionally waives and agrees not to assert, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document, that it is not subject thereto Action brought in any such court has been brought in an inconvenient forum or that such action, suit or proceeding any Action may not be brought or is not maintainable in said courts or that the Delaware Court of Chancery, or in the event (but only in the event) that such court does venue thereof may not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and . Each party hereto further irrevocably consents to the parties hereto irrevocably agree that all claims with respect service of process out of any of the aforementioned courts in any such Action by the mailing of copies thereof by registered mail to such action or proceeding party at its address set forth in this Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail; provided that nothing in this Section shall be heard and determined exclusively affect the right of any party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section shall not constitute a general consent to service of process in the State of Delaware Court of Chancery, or and shall have no effect for any purpose except as provided in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarethis Section. The parties hereto hereby consent to agree that a final judgment in any such Action shall be conclusive and grant may be enforced in other jurisdictions by suit on the Delaware Court of Chancery, judgment or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted any other manner provided by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware without giving effect applicable to contracts executed in and to be performed in that state. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined by the principles Delaware Court of conflicts Chancery or a federal district court located in Delaware. Each of law. The parties hereto Redfish and Dorado hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Delaware Court of Chancery or, or a federal district court located in the event (but only in the event) that such court does not have subject matter jurisdiction over such action Delaware for any litigation arising out of or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of relating to this Agreement and of the documents referred to in this Agreement, transactions contemplated hereby (and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertcommence any litigation relating thereto except in such court), as a defense in waives any action, suit or proceeding for objection to the interpretation or enforcement hereof or laying of venue of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable litigation in the Delaware Court of ChanceryChancery or a federal district court located in Delaware, agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum and consent to service of process in such action being given in accordance with the notice provisions hereof. Notwithstanding the foregoing, each of the parties hereto 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 the event (but only Financing Sources in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that any way relating to this Agreement or any such document may of the transactions contemplated by this Agreement, including but not be enforced limited to any dispute arising out of or relating in any way to the Commitment Letter or by such courtsthe performance thereof, and in any forum other than the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingfederal courts, the United States District Court for the Southern District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute New York (and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service appellate courts thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY).

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, EXCEPT AS TO REAL PROPERTY MATTERS DIRECTLY RELATED TO A SINGLE INDIVIDUAL SITE AND WHICH MUST NECESSARILY BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE RESPECTIVE REAL PROPERTY OF SUCH SITE IS LOCATED (the laws “Property State”), WHICH MATTERS AS TO A SPECIFIC SITE WILL BE GOVERNED BY THE LAW OF THE RESPECTIVE PROPERTY STATE FOR SUCH SITE. For the purposes of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit any suit, action or proceeding involving this Agreement, each Party expressly submits to the jurisdiction of the Delaware Circuit Court of Chancery for Baltimore City, Maryland, or, in the event (but only in the event) if that such court Court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingjurisdiction, the United States District Court for the District of DelawareMaryland, Baltimore Division, and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service, provided that a reasonable time for appearance is allowed, and each Party agrees that such courts will have jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such suit, action or proceeding commenced by any Party. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the manner provided herein State of Maryland and further irrevocably waives any claim that any such suit, action or proceeding brought in any such other manner court has been brought in an inconvenient forum. The foregoing provisions are not intended to establish the State of Maryland as may be permitted by Law shall be valid the exclusive forum for any suit, action or proceeding involving this Agreement, but merely to establish the consent and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYagreement of each Party to such non-exclusive jurisdiction and venue in the event of any contest or dispute over such matters.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by and construed in accordance with with, and governed in all respects by, the internal laws of the State of Delaware Michigan (without giving effect to the principles of conflicts of law. The parties hereto hereby laws). (b) Each Party to this Agreement (other than the MFA): (i) irrevocably submit submits to the exclusive jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Circuit Court for the District County of Delaware Wayne in respect the State of Michigan and any state appellate court therefrom within the interpretation and enforcement State of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding Michigan for the interpretation or enforcement hereof or purpose of any such documentlegal proceeding directly or indirectly based upon, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court relating to arising out of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in transaction contemplated hereby or by such courtsthe negotiation, execution or performance hereof or thereof and the parties hereto irrevocably agree agrees that all claims with in respect to of such action or proceeding shall be brought in, and may be heard and determined determined, exclusively in such state or federal courts; (ii) irrevocably consents to the Delaware Court service of Chancerythe summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such Party at the addresses set forth in Section 501, provided that nothing in this Section 507 shall affect the right of any Party to serve legal process in any other manner permitted by law; (iii) acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in any legal proceeding directly or indirectly based upon, relating to or arising out of this Agreement or any transaction contemplated hereby or the negotiation, execution or performance hereof or thereof; and (iv) certifies and acknowledges that (A) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or of any legal proceeding, seek to enforce the foregoing waiver in Section 507(b)(iii); (B) each Party understands and has considered the United States District Court for the District implication of Delaware. The parties hereto hereby consent such waiver; (C) each Party makes such waiver voluntarily and (D) each Party has been induced to and grant the Delaware Court of Chanceryenter into this Agreement by, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingamong other things, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute mutual waivers and agree that mailing of process or other papers certifications in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthis Section 507.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by (a) THIS AGREEMENT AND (EXCEPT AS THEREIN PROVIDED) THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. (b) The Borrower and construed in accordance with the laws of the State of Delaware without giving effect each other Obligor irrevocably and unconditionally submits, for itself and its property, to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the Delaware Court courts of Chancery or, State of New York sitting in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingBorough of Manhattan, in New York and of the United States District Court for the District of Delaware in respect of the interpretation and enforcement Borough of the provisions of this Agreement and of the documents referred to in this AgreementManhattan, New York, and in respect of the matters contemplated herebyany appellate court from any thereof, and hereby waive, and agree not to assert, as a defense in any action, suit action or proceeding for the interpretation arising out of or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that relating to this Agreement or any such document may not be enforced in other Loan Document, or by such courtsfor recognition or enforcement of any judgment, and each of the parties hereto irrevocably agree and unconditionally agrees that all claims with in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Agent, any Lender or any Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Obligor or its properties in the Delaware Court courts of Chanceryany jurisdiction. (c) The Borrower and each other Obligor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or in hereafter have to the event (but only in the event) that such court does not have subject matter jurisdiction over such laying of venue of any action or proceeding, proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andirrevocably waives, to the fullest extent permitted by Lawapplicable law, over the subject matter defense of such dispute and agree that mailing an inconvenient forum to the maintenance of process or other papers in connection with any such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided herein or for notices in such Section 11.2. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYapplicable law.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of Delaware Delaware, without giving effect reference to its conflict of laws principles. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any of the other Agreements (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, Delaware. Each party hereby irrevocably submits to the principles exclusive jurisdiction of conflicts the state and federal courts sitting in the City of Wilmington, Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Agreements), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereto hereby irrevocably submit waive all rights to the jurisdiction a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Delaware Court of Chancery orAgreements, then the prevailing party in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard reimbursed by the other party for its attorneys’ fees and determined exclusively in other costs and expenses incurred with the Delaware Court investigation, preparation and prosecution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement Indemnity shall be governed by and construed in accordance with the laws of jurisdiction in which the State of Delaware real property collateral for the Loan is located without giving effect regard to the principles of conflicts of lawlaw provisions thereof (“Governing State”). The parties hereto EACH INDEMNITOR HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS INDEMNITY OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (“ACTION”) SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. INDEMNITOR HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Each Indemnitor hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assert, as a defense in to any action, suit Action or proceeding for the interpretation or enforcement hereof or a motion to transfer venue of any such documentAction, (a) any claim that it is not subject thereto or to such jurisdiction, (b) any claim that such action, suit or proceeding any Action may not be brought against it or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, those courts or that this Agreement or any such document Indemnity may not be enforced in or by such those courts, and or that it is exempt or immune from execution, (c) that the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively Action is brought in the Delaware Court of Chanceryan inconvenient forum, or in the event (but only in the eventd) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court venue for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or Action is in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYway improper.

Governing Law, Jurisdiction and Venue. This Agreement Except as otherwise stated therein or required by applicable Law, each of the Loan Documents shall be governed by and construed in accordance with deemed to be a contract under the laws Laws of the State of Delaware without giving effect Texas and of the United States of America and shall be construed and enforced in accordance with such Laws. Each of the Obligors hereby irrevocably submits to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the Delaware state and federal courts of the State of Texas and agrees and consents that service of process may be made upon it in any proceeding arising out of this Agreement or any of the other Loan Documents by service of process as provided by Texas Law. Each of the Obligors hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the this Agreement or any of the other Loan Documents brought in the District Court of Chancery orDallas County, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action State of Texas, or proceeding, in the United States District Court for the Northern District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementTexas, and in respect of the matters contemplated herebyDallas Division, and hereby waivefurther irrevocably waives any claims that any such suit, and agree not to assert, as a defense action or proceeding brought in any actionsuch court has been brought in an inconvenient forum. Each of the Obligors further (a) agrees to designate and maintain an 84 95 agent for service of process in the City of Dallas in connection with any such suit, suit action or proceeding for and to deliver to the interpretation or enforcement hereof or Agent evidence thereof and (b) irrevocably consents to the service of process out of any of the aforementioned courts in any such documentsuit, that it is not subject thereto or that such action, suit action or proceeding may not by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to each of the Obligors at its address set forth herein. Nothing herein shall affect the right of the Agent or any Bank to commence legal proceedings or otherwise proceed against either Obligor in any jurisdiction or to serve process in any manner permitted by applicable Law. Each of the Obligors hereby irrevocably agrees that any proceeding against the Agent or any Bank arising out of or in connection with this Agreement or the other Loan Documents shall be brought or is not maintainable in the Delaware Court district courts of ChanceryDallas County, Texas, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Northern District of DelawareTexas, or that this Agreement or any Dallas Division, if such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such relevant court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYhas jurisdiction.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the principles State of conflicts Nevada or any other jurisdiction). (b) The Parties agree that all disputes between them arising out of law. The parties hereto hereby or relating to this Agreement shall be adjudicated in the federal courts of the United States of America, located in Clark County, Nevada, and each Party irrevocably submit submits to the exclusive jurisdiction of the Delaware Court of Chancery orsuch courts in any such suit, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding. Service, of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the United States District Court for the District laying of Delaware venue of any suit, action or any proceeding in respect of the interpretation such courts and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, irrevocably waive and agree not to assert, as a defense plead or claim in any actionsuch court that any such suit, suit action or proceeding for the interpretation or enforcement hereof or brought in any such court has been brought in an inconvenient forum. (c) Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any such documentlegal action arising out of or relating to this agreement. Each Party to this Agreement certifies and acknowledges that (i) no representative of any other Party has represented, expressly or otherwise, that it is such other Party would not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in seek to enforce the Delaware Court of Chancery, or foregoing waiver in the event of a legal action, (but only in ii) such Party has considered the eventimplications of this waiver, (i) that such court does not have subject matter jurisdiction over Party makes this waiver voluntarily, and (iv) such action or proceeding, in the United States District Court for the District of Delaware, or that Party has been induced to enter into this Agreement or any such document may not be enforced in or by such courtsby, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingamong other things, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute mutual waivers and agree that mailing of process or other papers certifications in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthis Section 5.14.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the principles State of conflicts Delaware or any other jurisdiction) that would cause the application of law. The parties hereto the laws of any jurisdiction other than the State of Delaware. (b) Subject to the provisions of Sections 1.4 and 11.4(f), each party to this Agreement, by its execution hereof, (i) hereby irrevocably submit submits to the exclusive jurisdiction of the state courts of the States of Delaware or the United States District Court located in the District of Delaware for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the Delaware Court of Chancery orabove-named courts, in the event (but only in the event) that such court does not have subject matter jurisdiction over its property is exempt or immune from attachment or execution, that any such action or proceeding, brought in the United States District Court for the District of Delaware in respect one of the interpretation and enforcement above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the provisions of this Agreement and above-named courts, or should be stayed by reason of the documents referred to pendency of some other proceeding in this Agreement, and in respect any other court other than one of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawareabove-named courts, or that this Agreement or any such document the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts, and . Notwithstanding the previous sentence a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (c) Each party agrees that for any action between the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively arising in the Delaware Court of Chancery, whole or in the event (but part under or in connection with this Agreement, such party bring actions only in the eventcourts set forth in Section 12.7(b) above. Each party further waives any claim and will not assert that such court does not have subject matter jurisdiction over such venue should properly lie in any other location within the selected jurisdiction. (d) Each party hereby (i) consents to service of process in any action or proceeding, between the parties arising in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, whole or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action part under or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with this Agreement in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.6, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or proceeding otherwise) in the manner provided herein any such action any claim that service of process made in accordance with clause (i) or in such other manner as may be permitted by Law shall be (iii) does not constitute good and valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYof process.

Governing Law, Jurisdiction and Venue. This I understand and agree that in the event of any disputes under this Agreement, then the following applies: A. The Agreement shall will be governed by by, construed, interpreted, and construed in accordance with its validity determined under the laws of the State of Delaware without giving effect Colorado. B. The parties hereby consent to the principles jurisdiction in such court for such purpose, and I consent to service of conflicts process by mail in respect of lawany such suit, action or proceeding. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, and hereby waive, and further agree not to assert, as a defense file any action relating in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that way to this Agreement in any court other than as specified in this Section. Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by me and the Company, then such arbitration shall be the sole and exclusive venue for adjudicating such disputes, other than any such document may requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in court pursuant to Section 9 above even in otherwise arbitrable disputes. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND UNDERSTAND THIS AGREEMENT AND ALL OF ITS TERMS. I FURTHER ACKNOWLEDGE THAT I HAVE RECEIVED A COLORADO NOTICE REGARDING COVENANT NOT TO COMPETE PERTAINING TO THIS AGREEMENT AND ITS PROVISIONS. I ACKNOWLEDGE THAT I HAVE BEEN PROVIDED AN ADEQUATE OPPORTUNITY TO REVIEW THIS AGREEMENT, TO ASK QUESTIONS ABOUT THIS AGREEMENT AND TO HAVE A LAWYER OF MY CHOOSING REVIEW THIS AGREEMENT. I AM SIGNING THIS AGREEMENT VOLUNTARILY, AND I VOLUNTARILY CONSENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. I STIPULATE, ACKNOWLEDGE AND AGREE THAT THE BENEFITS AND CONSIDERATION THE COMPANY IS PROVIDING TO ME IN CONNECTION WITH MY EMPLOYMENT ARE SUFFICIENT CONSIDERATION FOR ALL OF THE TERMS IN THIS AGREEMENT. Signature: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Date: I have no inventions to disclose I disclose inventions as described below 1. Except as listed in Section 2 below, the following is a complete list of all inventions, improvements, creations or works that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company. N/A 2. Due to a prior confidentiality agreement, I cannot be enforced complete the disclosure in Section 1 above. Instead, I list the inventions, improvements or by such courtsworks generally, and the parties hereto irrevocably agree that all claims with respect party(ies) to such action whom I owe proprietary rights and a duty of confidentiality. 1. N/A 4. Note- if you require additional space to list your previous inventions or proceeding shall be heard and determined exclusively in the Delaware Court of Chanceryneed to attach additional relevant paperwork, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYplease contact XXXX@xxxxxx.xxx.

Governing Law, Jurisdiction and Venue. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Colorado, without giving effect regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City and County of Denver, Colorado. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of Denver, Colorado, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. In each case, the party giving notice shall also send a copy of such notice to the counsel for the party receiving such notice (that is, in the case of the Company, to Bxxxx, Figa & Will, P.C., attention Hxxxxxx K. Xxxxxxxx, Xx., Esq.; and in the case of the Purchaser, to Mxxxxxx X. Xxxxxxx, Esq.). Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereto hereby irrevocably submit waive all rights to the jurisdiction a trial by jury. If any party shall commence an action or proceeding to enforce any provisions of the Delaware Court of Chancery orTransaction Documents, then the prevailing party in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard reimbursed by the other party for its reasonable attorneys’ fees and determined exclusively in other costs and expenses incurred with the Delaware Court investigation, preparation and prosecution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware New York, without giving effect regard to the principles of conflicts of lawlaw thereof. The parties Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably submit submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the Delaware Court of Chancery or, address in the event (but only in the event) effect for notices to it under this Agreement and agrees that such court does not have subject matter jurisdiction over such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence an action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the proceeding to enforce any provisions of this Agreement and of the documents referred to in this Agreement, and then the prevailing party in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard reimbursed by the other party for its reasonable attorneys fees and determined exclusively in other reasonable costs and expenses incurred with the Delaware Court investigation, preparation and prosecution of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall is to be governed by and construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the principles application of conflicts the laws of lawany jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. The parties hereto hereby Each party to this Agreement: i. expressly and irrevocably submit consents and submits to the jurisdiction of the Delaware Court of Chancery or, each state and federal court located in the event State of Delaware (but only and each appellate court located in the eventState of Delaware) that in connection with any such court does not have subject matter jurisdiction over such action or legal proceeding, including to enforce any settlement, order or award; ii. agrees that each state and federal court located in the United States District Court for the District State of Delaware in respect of the interpretation shall be deemed to be a convenient forum; and iii. waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assertassert (by way of motion, as a defense or otherwise), in any actionsuch legal proceeding commenced in any state or federal court located in the State of Delaware, suit or proceeding for the interpretation or enforcement hereof or of any claim that such document, that it party is not subject thereto or personally to the jurisdiction of such court, that such actionlegal proceeding has been brought in an inconvenient forum, suit or that the venue of such proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, improper or that this Agreement or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. (c) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 5.2 by the state and federal courts located in the State of Delaware and in connection therewith hereby waives, and the parties hereto irrevocably agree that all claims with respect agrees not to such action or proceeding shall be heard and determined exclusively in the Delaware Court assert by way of Chancerymotion, as a defense, or in the event (but only in the event) otherwise, any claim that such court does not have subject matter jurisdiction over such action resolution, settlement, order or proceeding, in award is inconsistent with or violative of the United States District Court for laws or public policy of the District laws of Delaware. The parties hereto hereby consent to and grant the State of Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYjurisdiction.

Governing Law, Jurisdiction and Venue. This Agreement shall be is governed by and shall be construed in accordance with the laws of the State of Delaware (without giving effect to the any principles of conflicts of law. The parties hereto hereby irrevocably submit to law that would require or permit the jurisdiction application of the laws of any U.S. state other than Delaware Court of Chancery or, or any non-U.S. jurisdiction). Each party hereto agrees that any claim relating to this Agreement shall be brought solely in federal or state courts having jurisdiction in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementDelaware, and in respect of the matters contemplated hereby, all objections to personal jurisdiction and hereby waive, and agree not to assert, as a defense venue in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or so commenced are hereby expressly waived by such courts, and the all parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarehereto. The parties hereto hereby specifically acknowledge, and agree to permit the application of, 6 Delaware Code § 2708. The parties waive personal service of any and all process on each of them and consent to and grant the Delaware Court that all such service of Chancery, or process shall be made in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andmanner, to the extent permitted by Lawparty and at the address set forth in Section 12.1 of this Agreement, over and service so made shall be complete as stated in such section. Notwithstanding the subject matter foregoing, any disputes between the parties that (a) are submitted to the Independent Accountants for resolution pursuant to the terms of Section 2.4.3 shall be resolved as set forth in accordance with the terms of such dispute section, and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law (b) related to a Tax Matter shall be valid and sufficient service thereofresolved as set forth in accordance with the terms of Section 10.3. EACH OF THE PARTIES PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS RIGHT IT MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE MATTERS TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This Agreement (including this choice-of-law provision) and the other Repurchase Documents shall be governed by and construed and all controversies and disputes arising under, in connection with or relating to this Agreement and the other Repurchase Documents shall be resolved, in accordance with the laws of the State of Delaware without giving effect New York (pursuant to Section 5-1401 of the New York General Obligations Law to the principles extent such laws would otherwise not apply) and the United States of conflicts of lawAmerica applicable to contracts made and to be wholly performed within such State. The parties hereto Seller, the Agent and the Buyers each hereby irrevocably submit submits to the nonexclusive jurisdiction and venue of the Delaware United States District Court for the Southern District of Chancery New York located in the Borough of Manhattan Division in the City of New York or, in the event (but only in the event) that if such court does not have subject matter jurisdiction over such jurisdiction, the Supreme Court of the State of New York, New York County for the purpose of any action or proceedingother proceeding arising under, in connection with or relating to the Repurchase Documents or any related Transaction, pursuant to Section 5-1402 of the New York General Obligations Law to the extent such submission would otherwise not be effective. To the fullest extent permitted by applicable law, the Seller, the Agent and the Buyers each irrevocably waives any objection that it may now or hereafter have to the laying of venue for any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and agrees that service of process may be made upon it in any such proceeding by registered or certified mail. Nothing herein shall affect any applicable right of any party at any time to initiate any suit in the United States District Court for the Southern District of Delaware in respect New York, Manhattan Division, or to remove any pending suit to that court. Nothing herein shall affect the right of the interpretation and enforcement Agent or any Buyer to accomplish service of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent manner permitted by Law, over applicable law or to commence legal proceedings or otherwise proceed against the subject matter of such dispute and agree that mailing of process Seller in any other jurisdiction or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYcourt.

Governing Law, Jurisdiction and Venue. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of Delaware without giving effect Delaware, excluding any conflict-of-laws rules or principles that might refer the governance or the construction of this Agreement to the principles Laws of conflicts of law. another jurisdiction. (b) The parties hereto Members hereby irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery or, any state or federal court sitting in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for either the District of Columbia or the State of Delaware in respect of the interpretation and enforcement of the provisions of any action or proceeding arising out of, or relating to, this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, 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 in respect to of such action or proceeding shall may be heard and determined exclusively by any such court. (c) Each of the Members irrevocably consents to service of process in the Delaware Court of Chanceryany action or proceeding arising out of, or relating to, this Agreement by the mailing of copies thereof by registered mail, postage prepaid, such service to become effective thirty (30) Days after such mailing; provided, however, that nothing in this Section 18.08(c) shall affect the event (but only right of any Member to serve process in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent any other manner permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, . (d) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE MEMBERS IRREVOCABLY WAIVES ANY AND ALL RIGHTS OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO TRIAL BY JURY THE LAYING OF VENUE IN CONNECTION WITH ANY STATE OR FEDERAL COURT SITTING IN EITHER THE DISTRICT OF COLUMBIA OR THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OF, OR RELATING TO, THIS AGREEMENT, AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO THIS AGREEMENT PLEAD OR THE MATTERS CONTEMPLATED HEREBYCLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law, Jurisdiction and Venue. This Agreement (a) The formation, construction, and performance of this Agreement, including the rights and duties of the parties hereunder, shall be governed by construed, interpreted, governed, applied and construed enforced in accordance with the laws of the State of Delaware California applicable to agreements entered into and performed entirely in the State of California by residents thereof, without giving effect regard to any provisions thereof relating to conflicts of laws among different jurisdictions. Each of the parties consents that all service of process may be made by delivery of the summons and complaint by certified or registered mail, return receipt requested, or by messenger, directed to it at its address for notices set forth in Section 11.3 hereof, and that service so made shall be deemed to have been made as of the date of the receipt indicated in the certification, signed and returned postal receipt, or other proof of service applicable to the principles method of conflicts service employed. (b) Each of law. The the parties hereto hereby irrevocably (a) consents to submit itself to the personal jurisdiction of any Federal or state court located in the State of California in the event any dispute arises out of this Agreement or the transactions contemplated herein, (b) 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 (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated herein in any court other than a Federal or state court located in the State of California. (c) BVI agrees and consents that personal service of any and all process on BVI under the jurisdiction of the Delaware Court of Chancery or, any Federal or state court located in the event (but only State of California may be made by delivery of the summons and complaint by certified or registered mail, return receipt requested, or by messenger, directed to BVI at the address of its agent set forth in the event) that next following sentence (or such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District other address as may be notified to each of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree by the agent named in the next following sentence), and that all claims with respect to such action or proceeding service so made shall be heard and determined exclusively deemed to have been made as of the date of the receipt indicated in the Delaware Court of Chancerycertification, signed and returned postal receipt, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District other proof of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, service applicable to the extent permitted by Lawmethod of service employed. BVI hereby irrevocably designates Squire, over the subject matter Sxxxxxx & Dxxxxxx L.L.P., 600 Xxxxxx Xxx, Palo Alto, CA 94304-1043, Attention: Nxxxxxxx X. Xxxxxxx, as its authorized agent to accept and acknowledge on BVI’s behalf service of such dispute any and agree all process that mailing of process or other papers may be served in connection with any such suit, action or proceeding in any Federal or state court located in the manner provided herein or in State of California. Promptly upon the appointment of any successor agent, BVI shall give written notice to each of the parties hereto, specifying the name and address of such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYsuccessor agent.

Governing Law, Jurisdiction and Venue. This THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. Any legal suit, action or proceeding arising out of or based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be governed by instituted in the federal courts of the United States of America located in the City and construed in accordance with County of New York or the laws courts of the State of Delaware without giving effect New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the principles non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of conflicts a judgment of lawany such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties hereto hereby irrevocably submit and unconditionally waive any objection to the jurisdiction laying of the Delaware Court venue of Chancery orany suit, action or other proceeding in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation Specified Courts and enforcement of the provisions of this Agreement irrevocably and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, unconditionally waive and agree not to assertplead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. In addition to the foregoing, the Company and each of the Guarantors irrevocably appoints Wilmington Trust Company with offices at the date of this Agreement at 520 Madison Avenue, 30xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX, as a defense its authorized agent on which any and all legal process may be served in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of DelawareSpecified Courts. The parties hereto hereby consent to Company and grant the Delaware Court each Guarantor agrees that service of Chanceryprocess in respect of it upon such agent, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person together with written notice of such parties and, service given to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding it in the manner provided in Section 12 hereof, shall be deemed to be effective service of process upon it in any such action, suit or proceeding. The Company and each Guarantor agrees that the failure of such agent to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any such action, suit or proceeding based thereon. If for any reason such agent shall cease to be available to act as such, the Company and each Guarantor agrees to irrevocably appoint another such agent in New York City, as its authorized agent for service of process, on the terms and for the purposes of this Section 12(h). Nothing herein shall in any way be deemed to limit the ability of the Initial Purchasers, any Holder or any other Person to serve any such legal process in any other manner permitted by applicable law or to obtain jurisdiction over the Company or any Guarantor or bring actions, suits or proceedings against it in such other manner jurisdiction, and in such matter, as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYapplicable law.

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS TO REAL PROPERTY MATTERS DIRECTLY RELATED TO A SINGLE INDIVIDUAL HOTEL, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE RESPECTIVE REAL PROPERTY OF SUCH INDIVIDUAL HOTEL IS LOCATED (the laws “Property State”). For the purposes of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit any suit, action or proceeding involving this Agreement, each Party expressly submits to the jurisdiction of all federal and state courts sitting in the Delaware Court State of Chancery orNew York and consents that any order, process, notice of motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service, provided that, a reasonable time for appearance is allowed, and each Party agrees that such courts will have jurisdiction over any such suit, action or proceeding commenced by any Party. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any federal or state court sitting in the State of New York and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The foregoing provisions are not intended to establish the State of New York as the exclusive forum for any suit, action or proceeding involving this Agreement, but merely to establish the consent and agreement of each Party to such non-exclusive jurisdiction and venue in the event (but only in the event) that such court does not have subject matter jurisdiction of any contest or dispute over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYmatters.

Governing Law, Jurisdiction and Venue. This Prevailing Party Fees and Waiver of Jury Trial: The Agreement shall be governed by and construed in accordance with according to the laws of the State of Delaware without giving effect to Florida, USA, not including its choice of law rules, and the principles 1980 UN Convention on Contracts for the International Sale of conflicts Goods shall not apply. In the event of law. The any dispute or claim, the parties hereto hereby irrevocably submit to agree that any lawsuit shall be filed only in the jurisdiction of the Delaware Court of Chancery orstate or federal courts sitting in Indian River County, Florida (“Indian River Courts”); provided, however, in the event of a dispute relating to the non-payment of sums claimed to be due (but only in whatever may be the eventreason for such non-payment) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect repossession or redelivery of the interpretation and enforcement of Parts, SELLER shall have the provisions of this Agreement and of the documents referred right to bring an action therefor in this Agreement, and in respect of the matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such competent court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, having jurisdiction over the person of such parties andPart, to the extent permitted by LawAgreement, over the PURCHASER or the subject matter of such dispute and agree in dispute. PURCHASER waives to the fullest extent possible any claim that mailing the courts in Indian River County, Florida, do not have jurisdiction over PURCHASER, that venue is improper or that the forum is inconvenient. PURCHASER agrees that service of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted made upon PURCHASER by Law hand delivery, certified or registered mail or reputable courier delivery to PURCHASER at the address listed on SELLER’s Quote or Invoice or the PPO. Except as otherwise provided herein, the prevailing party in any lawsuit shall be valid entitled to recover its reasonable attorney’s fees and sufficient service thereofcosts of litigation and appeal. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT. RCHASER agrees that service of process in any proceeding may be made upon PURCHASER by hand delivery, certified or registered mail or reputable courier delivery to PURCHASER at the address listed on SELLER’s Quote or Invoice or the PPO. Except as otherwise provided herein, the prevailing party in any lawsuit shall be entitled to recover its reasonable attorney’s fees and costs of litigation and appeal. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR THE MATTERS CONTEMPLATED HEREBYINDIRECTLY, ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT. APPENDICES (C) FLOW DOWN REQUIREMENTS TO SUPPLIER AS REQUIRED AS9120 Process Changes Any changes in process, product, or services shall require advanced notification and approval by Beach Aviation Group, LLC. Some aerospace customers and government agencies require approval of changes per contract or law. Sub-Tier Suppliers When the need to outsource work occurs (using sub-tier suppliers), Beach Aviation Group, LLC must be notified in advance, including changes in sub-tier suppliers and changes in location of manufacture prior to making the change. This requirement applies to Beach Aviation Group, LLC and the suppliers contracted by Beach Aviation Group, LLC to perform work and services, or provide products. Beach Aviation Group, LLC and aerospace customer requirements must flow down to any supplier’s sub-tier suppliers, including any key characteristics. Service work (plating, coating, heat treatment, etc.) must be to the applicable issue of customer specifications. Certificate of Conformance All order or lots require a certificate of conformity, test reports, or authorized release certificate, as applicable to show that verification has occurred and the lot meets al requirements. Identification and traceability for each lot must be maintained and linked to the Certificate of Conformance, test report, or authorized release certificate. Records must be retained for at least 7 years. Nonconforming Product When nonconforming product occurs, Beach Aviation Group, LLC is to be immediately notified for appropriate controls and disposition. Root cause analysis and timely, effective corrective actions are required when Beach Aviation Group, LLC determines the supplier is responsible for the root cause of a problem.

Governing Law, Jurisdiction and Venue. This Agreement Indemnity shall be governed by and construed in accordance with the laws of jurisdiction in which the State of Delaware Property is located without giving effect regard to the principles of conflicts of lawlaw provisions thereof (“Governing State”). The parties hereto EACH INDEMNITOR HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS INDEMNITY OR ANY OTHER Loan No. 73100202 LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (“ACTION”) SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. INDEMNITOR HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Each Indemnitor hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware in respect of the interpretation waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assert, as a defense in to any action, suit Action or proceeding for the interpretation or enforcement hereof or a motion to transfer venue of any such documentAction, (i) any claim that it is not subject thereto or to such jurisdiction, (ii) any claim that such action, suit or proceeding any Action may not be brought against it or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, those courts or that this Agreement or any such document Indemnity may not be enforced in or by such those courts, and or that it is exempt or immune from execution, (iii) that the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively Action is brought in the Delaware Court of Chanceryan inconvenient forum, or in the event (but only in the eventiv) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court venue for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or Action is in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYway improper.

Governing Law, Jurisdiction and Venue. (i) This Agreement shall be governed by and construed in accordance with with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to the principles of conflicts of law. The parties hereto hereby laws). (ii) Each party to this Agreement: (1) irrevocably submit submits to the exclusive jurisdiction of the Delaware Court of Chancery or, in and any state appellate court therefrom within the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in (unless the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter Chancery shall decline to accept jurisdiction over such action or proceedinga particular matter, in which case, in any Delaware state or federal court within the United States District Court State of Delaware) for the District purpose of Delawareany legal proceeding directly or indirectly based upon, or that relating to arising out of this Agreement or any such document may not be enforced in transaction contemplated hereby or by such courtsthe negotiation, execution or performance hereof or thereof and the parties hereto irrevocably agree agrees that all claims with in respect to of such action or proceeding shall be brought in, and may be heard and determined determined, exclusively in such state or federal courts; (2) irrevocably consents to the Delaware Court service of Chancerythe summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 8(b), provided that nothing in this Section 8(g) shall affect the right of any party to serve legal process in any other manner permitted by law; (3) acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in any legal proceeding directly or indirectly based upon, relating to or arising out of this Agreement or any transaction contemplated hereby or the negotiation, execution or performance hereof or thereof; (4) certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or of any legal proceeding, seek to enforce the foregoing waiver in Section 8(g)(3), (b) each party understands and has considered the United States District Court for the District implication of Delaware. The parties hereto hereby consent such waiver, (c) each party makes such waiver voluntarily, and (d) each party has been induced to and grant the Delaware Court of Chanceryenter into this Agreement by, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingamong other things, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute mutual waivers and agree that mailing of process or other papers certifications in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYthis Section 8(g).

Governing Law, Jurisdiction and Venue. This Agreement shall be License is governed by and is to be construed in accordance under Federal law and to the extent not inconsistent with Federal law, the laws of the State of Delaware without giving effect Tennessee (but not its conflicts‐of‐laws rules of decision or laws). Each party hereto irrevocably submits to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the sole and exclusive jurisdiction of the Delaware United States District Court for the Eastern District of Chancery or, in Tennessee for the event (but only in purposes of any action arising out of or based upon this License or relating to the event) that such court does not have subject matter hereof. It is further agreed that service of any process, summons, notice or document by U.S. registered or certified mail to TVA’s address set forth in Section 10 above shall be effective service of process for any action, suit or proceeding with respect to any matters to which TVA has submitted to jurisdiction over such action in this Section 11(j). It is further agreed that service of any process, summons, notice, or proceedingdocument on Licensor shall be obtained by personally delivering a copy of the summons and complaint or other process, notice, or document to the Mayor of Xxxx County, Tennessee. Said personal delivery shall be effective service of process for any action, suit or proceeding with respect to any matters to which Licensor has submitted to jurisdiction in this Section 11(j). Each party hereto irrevocably and unconditionally waives any objection to the laying of jurisdiction and venue of any action, suit or proceeding in the United States District Court for the Eastern District of Delaware 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 matters contemplated herebyTennessee, and hereby waive, further irrevocably and agree unconditionally waives and agrees not to assert, as a defense plead or claim in any action, suit or proceeding for the interpretation or enforcement hereof or of such court that any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, has been brought in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarean inconvenient forum. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO RIGHT OF TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT LICENSE OR THE MATTERS CONTEMPLATED HEREBYANY MATTER ARISING HEREUNDER OR THEREUNDER.

Governing Law, Jurisdiction and Venue. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to the principles any choice or conflict of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction law provision or rule (whether of the State of Delaware Court of Chancery or, in the event (but only in the eventor any other jurisdiction) that such court does not have subject matter jurisdiction over such action or proceeding, in would cause the United States District Court for the District of Delaware in respect application 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 matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or Laws of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in jurisdiction other than the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware. The parties hereto hereby agree and consent to and grant be subject to the Delaware exclusive jurisdiction of the Court of ChanceryChancery of the State of Delaware in New Castle County, or Delaware (or, if (and only if) the Court of Chancery of the State of Delaware shall be unavailable, any other court of the State of Delaware or, in the event (but only case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the eventState of Delaware) that such court does not have and hereby waive the right to assert the lack of personal or subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers improper venue in connection with any such suit, action, or other proceeding. In furtherance of the foregoing, each of the parties (i) waives the defense of inconvenient forum, (ii) agrees not to commence any suit, action or other proceeding arising out of this Agreement or the Contemplated Transactions other than in the any such court, and (iii) agrees that a final judgment in any such suit, action, or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided herein by law. Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action relating to the Merger or the transactions contemplated hereby, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in such this Section 18 shall affect the right of any party hereto to serve legal process in any other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYlaw.

Governing Law, Jurisdiction and Venue. This Agreement 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. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, 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 document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by LawXxx, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law, Jurisdiction and Venue. This I understand and agree that in the event of any disputes under this Agreement, then the following applies: A. The Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, Province or Territory in which I last worked for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. B. The parties agree that the exclusive and mandatory venue for adjudicating any disputes under this Agreement shall be governed the federal court or state (or provincial or territorial, as the case may be) court having original jurisdiction for the location in which I last worked for the Company. C. The parties hereby consent to jurisdiction in such court for such purpose, and I consent to service of process by and construed mail in accordance with the laws respect of the State of Delaware without giving effect to the principles of conflicts of lawany such suit, action or proceeding. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware 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 matters contemplated hereby, and hereby waive, and further agree not to assert, as a defense file any action relating in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that way to this Agreement in any court other than as specified in this Section. Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by me and the Company, then such arbitration shall be the sole and exclusive venue for adjudicating such disputes, other than any such document may requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in court pursuant to Section 9 above even in otherwise arbitrable disputes. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND UNDERSTAND THIS AGREEMENT AND ALL OF ITS TERMS. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN PROVIDED AN ADEQUATE OPPORTUNITY TO REVIEW THIS AGREEEMENT, TO ASK QUESTIONS ABOUT THIS AGREEMENT AND TO HAVE A LAWYER OF MY CHOOSING REVIEW THIS AGREEMENT. I AM SIGNING THIS AGREEMENT VOLUNTARILY, AND I VOLUNTARILY CONSENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. I STIPULATE ACKNOWLEDGE AND AGREE THAT THE BENEFITS AND CONSIDERATION THE COMPANY IS PROVIDING ME IN CONNECTION WITH MY EMPLOYMENT ARE SUFFICIENT CONSIDERATION FOR ALL OF THE TERMS IN THIS AGREEMENT. [to be formatted and executed via DocuSign] Signature: /s/ Xxxx Xxxxxx Date: 11/15/2022 11 1. Except as listed in Section 2 below, the following is a complete list of all inventions, improvements, creations or works that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company. 2. Due to a prior confidentiality agreement, I cannot be enforced complete the disclosure in Section 1 above. Instead, I list the inventions, improvements or by such courtsworks generally, and the parties hereto irrevocably agree that all claims with respect party(ies) to such action whom I owe proprietary rights and a duty of confidentiality. 4. Note- if you require additional space to list your previous inventions or proceeding shall be heard and determined exclusively in the Delaware Court of Chanceryneed to attach additional relevant paperwork, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBYplease contact XXXX@xxxxxx.xxx.