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 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. 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 Agreement shall be We each agree that the State of New York has a deep and well developed history of business decisional law. For this reason, we each agree that except to the extent governed by and the United States Trademark Act of 0000 (Xxxxxx Xxx; 15 U.S.C. ¶ 1050 et seq.), as amended, this Agreement will be construed in accordance with with, and all disputes between us (whether in contract, tort, or otherwise) arising out of or related to this Agreement, any breach of this Agreement, or the relationship between us, will be governed by, the laws of the State of Delaware New York without giving effect recourse to the principles New York (or any other) choice of law or conflicts of lawlaw principles. The parties hereto hereby irrevocably submit to If, however, any provision of this Agreement would not be enforceable under the jurisdiction laws of the Delaware Court State of Chancery orNew York, and if the Hotel is located outside of New York and the provision would be enforceable under the laws of the state in which the Hotel is located, then the provision in question (and only that provision) will be interpreted and construed under the laws of that state. Nothing in this paragraph is intended to invoke the application of any franchise, business opportunity, antitrust, “implied covenant,” unfair competition, fiduciary or any other doctrine of law of the State of New York or any other state that would not otherwise apply absent this Subparagraph 16.b. You agree that any action brought by you against us arising out of or related to this Agreement, any breach of this Agreement, or the relationship between us, must be brought 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 U.S. District Court for the Eastern District of Delaware Virginia, in respect Alexandria, Virginia or if that court lacks subject matter jurisdiction, then in a court of the interpretation and enforcement competent jurisdiction whose jurisdiction includes either Fairfax County, Virginia or New York, New York. Any action brought by us or any Entity against you arising out of the provisions of this Agreement and of the documents referred or related to in this Agreement, any breach of this Agreement, or the relationship between us, may be brought by us in the U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia or if that court lacks subject matter jurisdiction, then in any court of competent jurisdiction whose jurisdiction includes either Fairfax County, Virginia or New York, New York, or the county and state where the Hotel is located. You consent to personal jurisdiction and venue in respect each of the matters contemplated hereby, these jurisdictions and hereby waive, and agree not never to assert, as a defense move or otherwise claim that the venue in any actionof these jurisdictions is for any reason improper, suit inconvenient, prejudicial or proceeding for otherwise inappropriate (including any claim under the interpretation or enforcement hereof or judicial doctrine 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 HEREBYforum non conveniens).

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 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 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. 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 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 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. 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 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 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. 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 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. 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 11(a), that he or she has had a full opportunity to review this Agreement, including this Section 11(a), with an attorney of his or her own choosing and has freely accepted this Section 11(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 11(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 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 HEREBYParticipant’s employment file with the Company.

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 (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 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 HEREBYParticipant’s employment file with the Company.

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 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 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 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 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 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 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 EXHIBIT 10.14 “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 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 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 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 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 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 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 Confidential Treatment Requested by Voya Financial, Inc. 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 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. 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 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 EXHIBIT D GUARANTY AGREEMENT GUARANTY AGREEMENT 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. 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 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 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 Court United Xxxxxx Xxxxxxxx Xxxxx 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. 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. Exhibit C 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. PARTIAL INVALIDITY . 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 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 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. 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 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. 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 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 HEREBYParticipant’s employment file with the Company.

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 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 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. 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 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 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 72 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 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 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 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. 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 ALL DOCUMENTS EXECUTED PURSUANT TO THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT AND EACH OF THE LOAN DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF GEORGIA. EACH BORROWER HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF GEORGIA FOR THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR FOR THE PURPOSES OF COLLECTION. 102 108 Pursuant to the above submission to jurisdiction, each of CIRBX xxx Kemmxx X (collectively, the "Offshore Borrowers") agrees that service of all pleadings, complaints, writs, process or summonses in any such suit, action or proceeding brought in such forum may be made upon Gary Xxxxxx ("Xellxx") xt the address provided for notices to Greenfield under this Agreement (the "Process Agent"), and each Offshore Borrower hereby irrevocably appoints the Process Agent its agent and true and lawful attorney-in-fact in its name, place and stead to accept and acknowledge on its behalf such service brought in any such court. Each Offshore Borrower agrees and consents that any such service upon each Offshore Borrower shall be governed by taken and construed in accordance with the laws of held to be valid personal service upon such Offshore Borrower whether such Offshore Borrower shall then be doing, or any time shall have done, business within the State of Delaware without Georgia, that the failure of the Process Agent to actually give notice of any such service to such Offshore Borrower shall not impair or affect the validity of such service or of any judgment based thereon, and such Offshore Borrower waives all claim of error by reason of any such service. Any notice, process, pleadings or other papers served upon the Process Agent for any Offshore Borrower shall, at the same time, be sent by an authorized method described above for the giving effect of notice hereunder to such Offshore Borrower. Each Offshore Borrower hereby further irrevocably consents to the principles service of conflicts process in any suit, action or proceeding in said courts by the mailing thereof by any Lender by registered or certified mail, postage prepaid, to each Offshore Borrower at the address for such Offshore Borrower specified in Section 11.02 hereof, such service to be effective upon receipt. Each Offshore Borrower acknowledges that, in appointing said agent, it is its intention that such service shall be deemed to satisfy the requirements of lawall laws and rules of each country in which such Offshore Borrower is organized and in which it maintains its chief executive office governing service of process, whether now or hereafter in effect. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, Each Offshore Borrower further agrees that in the event Wellxx xx no longer an officer of Greenfield then CT Corporation, Atlanta, Georgia shall be deemed the Process Agent for all purposes of this Guaranty. Each Borrower agrees (but only in the eventi) that such court does not have subject matter jurisdiction over such action or proceedingthat, in addition to the United States District Court for the District method of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred service mandated herein, any party 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 action or proceeding may not be brought make service upon such Offshore Borrower in any other manner now or is not maintainable hereafter permitted by law, provided that no such additional service made upon such Offshore Borrower shall affect in any way the Delaware Court validity of Chancery, or service made upon such Offshore Borrower in the event accordance herewith and (but only in the eventii) 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 andthat, to the extent permitted by Lawlaw, over final judgment against it in any action with respect to this Agreement or any other Loan Document shall be conclusive and may be enforced in any other jurisdiction within or outside the subject matter United States of America by suit on such dispute judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and agree that mailing the amount of process its indebtedness. Each Borrower hereby irrevocably waives any objection which it may now or other papers in connection with hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the manner provided herein state or federal courts 103 109 of Georgia, 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 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. 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 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 EXHIBIT 10.15 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 84 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. 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. 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 lawTHIS SECURITY AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. The parties hereto hereby Company irrevocably and unconditionally consent to submit to the jurisdiction of the Delaware Court federal and state courts located in New York City, New York in connection with any action or proceeding arising out of Chancery oror relating to this Security Agreement, any document or instrument delivered pursuant to, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action connection with, or proceedingsimultaneously with this Security Agreement, in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions or a breach 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 Security Agreement or any such document may or instrument (and agrees not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such commence any action or proceeding relating to any of the foregoing except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.3 shall be heard effective service of process for any action or proceeding brought against it in any such court. The Company irrevocably and determined exclusively unconditionally waives, to the full extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Security Agreement brought in the Delaware Court courts of Chancery, the State of New York or in 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 District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or America in each case located in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingCounty of New York, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andand further irrevocably and unconditionally waives, to the full extent permitted by Lawlaw, over the subject matter of such dispute and agree any claim that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or brought 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 HEREBYState or County has been brought in an inconvenient forum.

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 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 21.16 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, 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 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 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 Agreement shall will be governed in all respects by and construed in accordance with the substantive laws of the State of Delaware New York, without giving effect to the principles of conflicts of lawlaw principles. The parties hereto hereby irrevocably submit and consent to the exclusive jurisdiction and venue of the Delaware Court courts of Chancery or, the State of New York and the Federal courts of the United Stated located in located in the event Borough of Manhattan, City of New York, and all appropriate appellate courts therefrom, over any action, suit or proceeding arising out of or relating to this Agreement. Each party covenants that it will not (but only in the eventand will cause its Affiliates to not) that such court does not have subject matter jurisdiction over such action commence any action, suit 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 in any other jurisdiction. Nothing in this section shall affect the rights of a party (or its Affiliates) to enforce a judgment rendered by the documents courts referred to in the first sentence of this Agreementparagraph in any other jurisdiction. Each party hereto hereby waives, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assert, as a defense in any such action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto to such jurisdiction 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, said courts or that this Agreement or any such document may not be enforced in or by such courtssaid courts or that its property is exempt or immune from execution, and that the parties hereto irrevocably agree that all claims with respect to such suit, action or proceeding shall be heard and determined exclusively is brought in the Delaware Court of Chanceryan inconvenient forum, or in that the event (but only in venue of the event) that such court does not have subject matter jurisdiction over such action or proceedingsuit, 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 is improper. Service of process in any such action, suit or proceeding may be served on any party anywhere in the manner world, whether within or without the State of New York by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its address provided herein or in such the first paragraph of this Agreement, provided that service of process may be accomplished 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 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 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 39 Agreement shall be governed by of Purchase and construed in accordance with Sale National Credit Industrial Portfolio 35659245v1 “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 laws 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 orArizona or the Commonwealth of Massachusetts 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 Arizona or the Commonwealth of Massachusetts 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 Arizona or the Commonwealth of Massachusetts 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 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 Grantee 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 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.