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

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts of laws provisions. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, City of New York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits thereto.

Governing Law; Jurisdiction; Jury Trial. This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts Delaware (excluding the choice of laws provisionslaw rules thereof). Each of the parties hereto party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Wilmington, City of New York, Delaware for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York, City of New Yorksitting in Delaware, for the purpose adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State of New York, City of New YorkNevada, for the purpose adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretomanner permitted by law.

Governing Law; Jurisdiction; Jury Trial. This Questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by and construed in accordance with the internal laws of the State of New YorkCayman Islands, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the Cayman Islands or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the Cayman Islands. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the courts of sitting in the State of New York, City of New YorkCayman Islands, for the purpose adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, Kansas without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Kansas or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Kansas. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Kansas City, City of New YorkKansas, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by by, and construed interpreted and enforced in accordance with with, the internal laws of the State of New York, without giving effect to its conflicts of laws provisionsMaryland. Each of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the courts United states District Court for the Northern Division of the State of New York, City of New York, for the purpose of Maryland in connection with any suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement and or the transactions contemplated hereby. Service of process , waives any objection to venue in connection such Court (unless such Court lacks jurisdiction with any respect to such suitproceeding, action or proceeding may be served on in which case, each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any the courts of Howard County in the State of Maryland in connection with such court in any such suit, action or proceeding xxxxxxding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to venue in the laying of venue courts o Howard County) and agrees that service of any summons, complaint, xxxxxx or other process relating to such suit, action or proceeding brought may be effected in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumthe manner provided by Section 15.7. EACH OF THE PARTIES HERETO PARTY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY MATTER OR CONTROVERSY ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS DESCRIBED HEREIN. THIS WAIVER IS MADE KNOWINGLY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoVOLUNTARILY AFTER CONSULTATION WITH COUNSEL.

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed in accordance with under the internal laws of the State of New York, Delaware without giving effect regard to its the principles of conflicts of laws provisionslaw thereof. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding arising under or relating to this Agreement (a “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. 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 reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the parties 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 and County of San Diego (the “Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, City of New York, Courts for the purpose adjudication of any suit, action, proceeding dispute hereunder or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any such suittransaction contemplated hereby or discussed herein, action or proceeding may be served on each party hereto anywhere and hereby irrevocably waives, and agrees not to assert in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court in any Court, or that such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court Proceeding has been brought commenced in an improper or inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits thereto.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Wilmington, City of New YorkDelaware, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably 15651.048 4835-8083-6858.11 69 process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws Laws of the State of New York, without giving effect to its conflicts any choice of laws provisionslaw or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the Laws of any jurisdictions other than the State of New York, or federal banking law. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State of New York, City of New YorkSioux Falls, South Dakota, for the purpose adjudication of any dispute hereunder or in connection herewith or with any transaction or matter contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by Law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of laws provisions. Each law or conflict of law provision or rule (whether of the parties hereto State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts of the State of New Yorksitting in Reno, City of New YorkNevada or Las Vegas, Nevada, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Holder or to enforce a judgment or other court has been brought ruling in an inconvenient forumfavor of Holder. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, Nevada without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Xxxxxx County, City of New YorkNevada , for the purpose adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of laws provisions. Each law or conflict of law provision or rule (whether of the parties hereto State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Delaware for the adjudication of any dispute hereunder or in connection herewith or under any of the State of New Yorkother Transaction Documents or with any transaction contemplated hereby or thereby, City of New Yorkand hereby irrevocably waives, for the purpose of and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction Nothing contained herein shall be deemed or operate to the effect that any ambiguities are to be resolved preclude Buyer from bringing suit or taking other legal action against the drafting party shall not be employed Company in any other jurisdiction to collect on the interpretation of the foregoing agreements Company’s obligations to Buyer or any amendment, schedule to enforce a judgment or exhibits thereto.other court ruling in favor of

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any provision of law or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts of the State of New Yorksitting in Wilmington, City of New YorkDelaware, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York0 = 1 US_143161607v2 sitting in Wilmington, City of New YorkDelaware, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoTRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. (a) This Voting Agreement and all actions (whether at law, in contract, in tort or otherwise) arising out of or relating to this Voting Agreement or the negotiation, validity or performance of this Voting Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkDelaware, without giving effect to its regardless of the laws that might otherwise govern under applicable principles of conflicts of laws provisionslaws. Each All Legal Proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Voting Agreement or the negotiation, validity or performance of this Voting Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, City of New York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents submit to the jurisdiction of any such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such suit, action or proceeding Legal Proceeding and irrevocably waive the defense of an inconvenient forum to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue maintenance of any such suit, action or proceeding brought Legal Proceeding. The consents to jurisdiction set forth in such courts this paragraph shall not constitute general consents to service of process in the State of Delaware and irrevocably waives shall have no effect for any claim that purpose except as provided in this paragraph and shall not be deemed to confer rights on any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERPerson other than the parties hereto. The parties hereto agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such Legal Proceeding shall be conclusive and acknowledge that each party has retained counsel may be enforced in connection with other jurisdictions by suit on the negotiation and preparation of this Agreement, and that judgment or in any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoother manner provided by Applicable Law.

Governing Law; Jurisdiction; Jury Trial. This (i) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any provision or rule of laws provisions. Each law (whether of the parties hereto State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (ii) Pledgor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware for the adjudication of any dispute hereunder or in connection herewith or under any of the State of New Yorkother Transaction Documents or with any transaction contemplated hereby or thereby, City of New Yorkand hereby irrevocably waives, for the purpose of and agrees not to assert in any suit, actionaction or proceeding, proceeding any claim, defense or judgment relating objection that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under Section 9 hereunder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Collateral Agent or the Noteholders from bringing suit or taking other legal action against Pledgor in any other jurisdiction to collect on a Pledgor’s obligations or to enforce a judgment or other court has been brought ruling in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation favor of the foregoing agreements Collateral Agent or any amendment, schedule or exhibits theretoa Noteholder.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkJersey, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of New Jersey. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State Superior Court of New YorkJersey, City sitting in Xxxxxx County and the United States District Court for the District of New YorkJersey sitting in Newark, New Jersey for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State Commonwealth of New YorkVirginia, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the Commonwealth of Virginia. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in Richmond, Virginia, of the State of New Yorkany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, City of New Yorkand hereby irrevocably waives, for the purpose of and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the federal courts of sitting in the State of New York, City of New YorkNevada, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by sending a copy thereof to such party by overnight courier service at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue limit in such courtany way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives any objection right it may have, and agrees not to request, a jury trial for the laying of venue adjudication of any such suit, action dispute hereunder or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation or arising out of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements Subscription Agreement or any amendment, schedule or exhibits theretotransaction contemplated hereby.

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed in all respects by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State of New York, City of New YorkReno, Nevada, for the purpose adjudication of any dispute hereunder or in connection herewith, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address first set forth at the beginning of 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 the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO OR ANY TRANSACTION CONTEMPLATED HEREBY. [THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits thereto.SPACE IS INTENTIONALLY LEFT BLANK]

Governing Law; Jurisdiction; Jury Trial. (a) This Voting Agreement and all actions (whether at law, in contract, in tort or otherwise) arising out of or relating to this Voting Agreement or the negotiation, validity or performance of this Voting Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New YorkDelaware, without giving effect to its regardless of the laws that might otherwise govern under applicable principles of conflicts of laws provisionslaws. Each All Legal Proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Voting Agreement or the negotiation, validity or performance of this Voting Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, City of New York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents submit to the jurisdiction of any such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such suit, action or proceeding Legal Proceeding and irrevocably waive the defense of an inconvenient forum to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue maintenance of any such suit, action or proceeding brought Legal Proceeding. The consents to jurisdiction set forth in such courts this paragraph shall not constitute general consents to service of process in the State of Delaware and irrevocably waives shall have no effect for any claim that purpose except as provided in this paragraph and shall not be deemed to confer rights on any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERPerson other than the parties hereto. The parties hereto agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such Legal Proceeding shall be conclusive and acknowledge that each party has retained counsel may be enforced in connection with other jurisdictions by suit on the negotiation and preparation of this Agreement, and that judgment or in any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoother manner provided by applicable law.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkJersey, without giving effect to its conflicts any choice of laws provisions. Each law or conflict of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts law provision or rule (whether of the State of New York, City Jersey or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated herebyJersey. Service Each party hereby irrevocably waives personal service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court has been brought ruling in an inconvenient forumfavor of such Buyer. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Wilmington, City of New YorkDelaware, for the purpose adjudication of any dispute under or in connection with this Agreement or the other documents or agreements contemplated hereby ) or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This (i) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any provision or rule of laws provisions. Each law (whether of the parties hereto State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (ii) Each Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Wilmington, City of New YorkDelaware, for the purpose adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding any claim, defense or judgment relating objection that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under Section 10 hereunder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Collateral Agent or the Noteholders from bringing suit or taking other legal action against any Grantor in any other jurisdiction to collect on a Grantor’s obligations or to enforce a judgment or other court has been brought ruling in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation favor of the foregoing agreements Collateral Agent or any amendment, schedule or exhibits theretoa Noteholder.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of the Xxxxxx City, State of New York, City of New YorkNevada, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Agreement and all disputes arising hereunder shall be subject to, governed by by, and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts of York or the laws provisions. Each of the parties hereto irrevocably submits United [PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] States, as applicable, as if executed and to the exclusive jurisdiction of the courts of be performed wholly within the State of New York, City of New York, for the purpose of any suit, action, proceeding or judgment relating . The Parties hereby agree to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere exclusive jurisdiction in the world by state and federal courts (“Courts”) of Detroit, Michigan and irrevocably waive any objections which they may have now or hereafter to (i) the same methods as are specified for the giving of notices under this Agreement. Each personal or subject matter jurisdiction of the parties hereto irrevocably consents to Courts, (ii) the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding proceedings brought in the Courts, and (iii) that such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has proceedings have been brought in an inconvenient a non-convenient forum. EACH OF Any final judgment (after appeal or expiration of time for appeal) entered by such Court shall be conclusive and binding upon the Parties and may be enforced in the Courts or any other jurisdiction to the fullest extent permitted by law. THE PARTIES HERETO CLIENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Jury Trial. 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 New York, without giving effect regard to its the principles of conflicts of laws provisionslaw thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the parties 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 of sitting in the State of New York, City of New York, Borough of Manhattan for the purpose adjudication of any suit, action, proceeding dispute hereunder or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any such suit, action transaction contemplated hereby or proceeding may be served on each party hereto anywhere in discussed herein (including with respect to the world by the same methods as are specified for the giving enforcement of notices under this Agreement. Each any of the parties hereto Transaction Documents), and hereby irrevocably consents 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 court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 9(k), the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. “Proceeding” means an action, claim, suit, action investigation or proceeding and to the laying of venue in (including, without limitation, an informal investigation or partial proceeding, such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suitas a deposition), action whether commenced or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretothreatened.

Governing Law; Jurisdiction; Jury Trial. This Agreement and any related dispute shall be governed by by, and construed and interpreted in accordance with with, the internal laws of the State of New York, without giving effect Delaware applicable to its conflicts of laws provisionscontracts executed in and to be performed in that State. Each of the parties hereto hereby (a) irrevocably submits to the exclusive personal jurisdiction of the courts Delaware Court of Chancery and any state appellate court therefrom within the State of New YorkDelaware (or, City if the Delaware Court of New YorkChancery declines to accept jurisdiction over a particular matter, for any state or federal court within the purpose State of Delaware) in the event that any suit, action, proceeding or judgment relating to or arising dispute arises out of this Agreement and or any of the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents , (b) agrees that it will not attempt to the deny or defeat such personal jurisdiction of or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any such suitcourt other than the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, action if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or proceeding and to federal court within the laying State of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumDelaware). EACH OF THE PARTIES HERETO WAIVES HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkFlorida, without giving effect to its conflicts of laws provisions. Each of the parties Parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New YorkFlorida, City of New YorkMiami, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party Party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties Parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party Party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties Parties hereto agree and acknowledge that each party Party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party Party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits thereto.

Governing Law; Jurisdiction; Jury Trial. This Agreement Warrant shall be governed by and construed and enforced in accordance with with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto irrevocably submits consents to the exclusive jurisdiction and venue of the courts Court of Chancery of the State of New YorkDelaware, City provided that if subject matter jurisdiction over the matter that is the subject of New Yorkthe legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each The parties hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding and by mailing a copy thereof to the laying of venue parties at the respective address set forth in Section 7 above or such court. Each other address as the respective party hereto irrevocably waives any objection subsequently delivers to the laying other party and agrees that such service shall constitute good and sufficient service of venue of any such suit, action or proceeding brought in such courts process and irrevocably waives any claim that any such suit, action or proceeding brought notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude a party from bringing suit or taking other legal action against the other party in any other jurisdiction to collect on a party’s obligations to the other party, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court has been brought ruling in an inconvenient forumfavor of the other party. EACH OF THE PARTIES HERETO WAIVES HEREBY IRREVOCABLY WAIVE ANY RIGHT SUCH PARTY MAY HAVE, AND AGREE NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoTRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York, City of New Yorksitting in Nevada, for the purpose adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed in all respects by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Nevada. Each of the parties hereto Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State of New York, City of New YorkReno, Nevada, for the purpose adjudication of any dispute hereunder or in connection herewith, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to its the conflicts of laws provisionslaw provisions of the State of New York. 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 to the Company, in the case of any of the parties hereto Company or the Subsidiary Guarantors, or to Xxxxxxxxxxxx, in the case of any of the Holders, at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of sitting in Kings County, New York, City of New York, York for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and is improper. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This The construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of New York. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State of New York, City of New York, New York, for the purpose adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System, at 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (together with any successor, the “Agent for Service”) as its authorized agent upon which process may be served on each party hereto anywhere in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any state or federal court sitting in the world by City of Chicago, or brought under federal or state securities laws, and acknowledges that the same methods Agent for Service has accepted such designation. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as are specified may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the giving of notices under this AgreementCommon Shares shall be outstanding. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding and by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement (or, in the case of the Company, to the laying Agent for Service) and agrees that such service shall constitute good and sufficient service of venue in such courtprocess and notice thereof. Each party hereto irrevocably waives any objection Nothing contained herein shall be deemed to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkNevada, without giving effect to its conflicts any choice of laws provisions. Each law or conflict of law provision or rule (whether of the parties hereto State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of sitting in the State of New York, City of New YorkNevada, for the purpose adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Service Provider from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Service Provider or to enforce a judgment or other court has been brought ruling in an inconvenient forumfavor of Service Provider. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoTRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkFlorida, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Florida. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Hillsborough County, City of New YorkFlorida, for the purpose adjudication of any dispute hereunder or under any of the other Transaction Documents or in connection herewith or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall (i) limit, or be deemed to limit, in any way any right to serve process in any manner permitted by law, (ii) operate, or shall be deemed to operate, to preclude the Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the laying Buyer or to enforce a judgment or other court ruling in favor of venue in such court. Each party hereto irrevocably waives the Buyer or (iii) limit, or be deemed to limit, any objection to provision of Section 22 of the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumNote. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New Yorksitting in Wilmington, City of New YorkDelaware, for the purpose adjudication of any dispute under or in connection with this Agreement or the other documents or agreements contemplated hereby or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions) that would cause the application of the laws provisionsof any jurisdictions other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in County of the State of New YorkKent, City of New York, Delaware for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION CONNECTION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkJersey, without giving effect to its conflicts any choice of law or conflict of law provision or rule that would cause the application of the laws provisionsof any jurisdiction other than the State of New Jersey. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in the District of New Jersey and the state courts in the State of New York, City of New YorkJersey, for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial. 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 New YorkCalifornia, without giving effect regard to its the principles of conflicts of laws provisionslaw thereof. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding arising under or relating to this Agreement (a “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. 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 reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the parties 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 San Francisco, County of San Francisco, (the “Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, City of New York, Courts for the purpose adjudication of any suit, action, proceeding dispute hereunder or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any such suittransaction contemplated hereby or discussed herein, action or proceeding may be served on each party hereto anywhere and hereby irrevocably waives, and agrees not to assert in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court in any Court, or that such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court Proceeding has been brought commenced in an improper or inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits thereto.

Governing Law; Jurisdiction; Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to its conflicts any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws provisionsof any jurisdiction other than the State of Delaware. Each of the parties hereto party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, City of New York, Delaware for the purpose 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 suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Agreement and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum or that the world by the same methods as are specified for the giving venue of notices under this Agreementsuch suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of the parties hereto irrevocably process and consents to the jurisdiction of any such court process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN ANY LITIGATION WITH RESPECT TO CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits theretoOR ANY TRANSACTION CONTEMPLATED HEREBY.