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

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Engaged Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it shall not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Investors in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding Proceeding”) arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction internal and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery substantive Laws of the State of Delaware or, if such Court does not have subject matter and without regard to any conflicts of Laws concepts that would apply the substantive Law of some other jurisdiction. To the fullest extent permitted by applicable Law, the Superior Court Parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts and of the United States, the Federal federal courts of the United States sitting of America located in Delaware over any dispute arising out of or relating to this Agreement or any of the State of Delawaretransactions contemplated by this Agreement, and any appellate court from any each Party irrevocably agrees that all claims in respect of such state dispute or Federal courtproceeding shall be heard and determined in such courts. Each party waives The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection it that they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement brought in such Legal Proceeding, and irrevocably submits to personal jurisdiction court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such court dispute heard in the venue specified by this section may be enforced in other jurisdictions by suit on the judgment or in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding other manner provided by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawapplicable Law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of DelawareNew York, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively any state or federal court located in the Federal courts Borough of the United States, the Federal courts of the United States sitting Manhattan in the State of Delaware, and any appellate court from any such state or Federal courtNew York. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1315. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. No party hereto shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of DelawareNew York, without giving effect to its conflict of laws principlesprinciples which would refer a matter to the laws of another jurisdiction. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively any state or federal court located in the Federal courts Borough of the United States, the Federal courts of the United States sitting Manhattan in the State of Delaware, and any appellate court from any such state or Federal courtNew York. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1312. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. No Party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1312. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed bygoverned, construed and construed interpreted in accordance with, with the laws of the State of DelawareNevada, without giving effect regard to its conflict of laws principleslaw principles that would result in the application of any law other than the law of the State of Nevada. The parties agree that exclusive Each of the Parties (a) irrevocably and unconditionally submits to the jurisdiction and venue of the federal or state courts located in the State of Nevada for the purpose of any Legal Proceeding arising out of or related based upon this Agreement, (b) agrees not to commence any Legal Proceeding arising out of or based upon this Agreement shall exclusively lie except in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal federal or state courts of the United States, the Federal courts of the United States sitting located in the State of DelawareNevada, and any appellate court from any such state (c) hereby waives, and agrees not to assert, by way of motion, as a defense, or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of otherwise, in any such Legal Proceeding, and irrevocably submits any claim that such Party is not subject personally to personal the jurisdiction in any of the above-named courts, that such court in any such Party’s property is exempt or immune from attachment or execution, that the Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim is brought in any court an inconvenient forum, that any such the venue of the Legal Proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in any or by such court has been brought in any inconvenient forumcourt. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its such Party’s registered agent in the State of Delaware Nevada or the Secretary of State of the State of DelawareNevada, with a copy delivered to it such Party by certified or registered mail, postage prepaid, return receipt requested, addressed to it such Party at the address set forth in Section 1318. Nothing contained herein shall be deemed to affect the right of any party either Party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the H Partners Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party irrevocably consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by first class certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such the Court of Chancery does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Investor Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Engaged Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party irrevocably consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by first class certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1312. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1315. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractLiquidia, tortious conduct the Company or otherwise)the New Company Investor in the negotiation, administration, performance or enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principlesprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties agree Each Party irrevocably agrees that exclusive jurisdiction and venue for any Legal Proceeding arising out of legal action or related proceeding with respect to this Agreement and any rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, (the Superior “Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingProceeding in any such court, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party irrevocably consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by first class certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1311. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the Parties irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding lawsuit, claim or other proceeding arising out of or related to this Agreement (collectively, “Proceedings”) shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTPROCEEDING.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Atlas Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the United States District Court for the District of Chancery of the State of Delaware Delaware, or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State state courts of Delaware orlocated in Wilmington, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such Federal or state or Federal courtcourts. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 139. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding legal proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceedinglegal proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding legal proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding legal proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding legal proceeding by service of a copy thereof upon either its registered agent in the State of Delaware Delaware, as applicable, or the Secretary of State of the State of Delaware, as applicable, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1310. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1311. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1311. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. (a) This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, construed and construed enforced in accordance with, with the laws of the State of DelawareNew York, without giving effect regard to its conflict choice of law principles that would require the application of the laws principles. The of any other jurisdiction. (b) Each of the parties agree that exclusive hereto hereby (i) consents to submit itself to the personal jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery courts of the State of Delaware New York sitting in New York County or, if such Court does courts shall not have subject matter jurisdiction, the Superior United States District Court of the State Southern District of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of DelawareNew York, and any appellate court from thereof, with respect to any such state suit relating to or Federal court. Each party waives arising out of this Agreement or any objection of the transactions contemplated hereby, (ii) agrees that it will, to the fullest extent it may now effectively do so, not attempt to defeat or hereafter have to the laying of venue of any deny such Legal Proceeding, and irrevocably submits to personal jurisdiction in or venue by motion or otherwise, (iii) agrees that it will not bring any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not action or proceeding with respect to plead or claim this Agreement in any court other than a court of the State of New York sitting in New York County or, if applicable pursuant to clause (i) above, the United States District Court of the Southern District of New York, and any appellate court thereof, (iv) irrevocably agrees that any such Legal Proceeding brought action or proceeding with respect to, arising directly or indirectly in connection with, out of, related to, or from this Agreement or any such transactions contemplated hereby (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in a court has been brought of the State of New York sitting in New York County or, if applicable pursuant to clause (i) above, the United States District Court of the Southern District of New York, and any inconvenient forum. Each party consents appellate court thereof, (v) agrees to accept service of process in any such Legal Proceeding action in any manner prescribed by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State laws of the State of DelawareNew York, with a copy delivered to it by certified and (vi) agrees that service of process upon such party hereto in any action or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein proceeding shall be deemed effective if notice is given in accordance with Section 4. The parties hereto further agree, to affect the right of any party to serve process in any manner fullest extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, that a final and non-appealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Vector Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it shall not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Investor in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Nevada without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware or, if such Court does not have subject matter Nevada or any other jurisdiction, ) that would cause the Superior Court application of the laws of any jurisdiction other than the State of Delaware orNevada. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if jurisdiction is vested or for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Federal United States District Court for the District of Nevada or in the state courts of Nevada (or any appellate courts of the United Statesforegoing) sitting in Clark County (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the Federal courts personal jurisdiction of the United States sitting Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the State of Delaware, and any appellate court from any such state or Federal courtChosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or you in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Nevada without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware or, if such Court does not have subject matter Nevada or any other jurisdiction, ) that would cause the Superior Court application of the laws of any jurisdiction other than the State of Delaware orNevada. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if jurisdiction is vested or for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Federal United States District Court for the District of Nevada or in the state courts of Nevada (or any appellate courts of the United Statesforegoing) sitting in Clark County (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the Federal courts personal jurisdiction of the United States sitting Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the State of Delaware, and any appellate court from any such state or Federal courtChosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding lawsuit, claim or other proceeding arising out of or related to this Agreement (collectively, “Proceedings”) shall exclusively lie in the Delaware Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Delaware Court of the State of Chancery is unavailable, any Delaware or, if jurisdiction is vested exclusively in state court and the Federal courts of the United States, the Federal courts court of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTPROCEEDING.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding Proceeding”) arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by (a) in the case of the Company, service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13, and (b) in the case of the FK/MP/OT Group, by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the New Company Investor in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principlesprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties agree Each Party irrevocably agrees that exclusive jurisdiction and venue for any Legal Proceeding arising out of legal action or related proceeding with respect to this Agreement and any rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, (the Superior “Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1310. Nothing contained herein shall be deemed to affect the right of any party Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions (including any counterclaims (whether based on contract, and any disputes tort, or otherwise)) arising out of or related relating to this Agreement (whether for breach or any act of contractthe Company or the Indemnitee in the negotiation, tortious conduct administration, performance, or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereto irrevocably agrees that any action with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from any such state or Federal court) (the “Chosen Courts”). Each party waives hereto hereby irrevocably submits with regard to any objection it may now or hereafter have such action for itself and in respect of its property, generally and unconditionally, to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any such court in any such Legal Proceeding and other than the Chosen Courts. Each party hereto hereby further irrevocably and unconditionally waives waives, and agrees not to plead or claim assert in any court action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from the jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the action in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware action is improper, or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTChosen Courts.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and suits or proceedings, including any disputes counterclaims (whether based on contract, tort or otherwise) with respect to this Agreement or arising out of or related relating to this Agreement (whether or any action of the Parties in the negotiation, administration, performance or enforcement hereof, or for breach recognition and enforcement of contract, tortious conduct any judgment in respect of this Agreement brought by the other Party or otherwise)its successors or permitted assigns, shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principlesprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties agree Each Party irrevocably agrees, to the fullest extent permitted by applicable law, that exclusive jurisdiction and venue for any Legal Proceeding action, suit or proceeding with respect to this Agreement or arising out of or related relating to this Agreement or any action of the Parties in the negotiation, administration, performance or enforcement hereof, or for recognition and enforcement of any judgment in respect of this Agreement brought by the other Party or its successors or permitted assigns, shall be brought and determined exclusively lie in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if such the Court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware ordeclines to accept jurisdiction over a particular matter, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in any federal court within the State of Delaware) (the “Chosen Courts”). To the fullest extent permitted by applicable law, and any appellate court from each Party hereby irrevocably submits with regard to any such state action, suit or Federal court. Each party waives any objection it may now or hereafter have proceeding for itself and in respect of its property, generally and unconditionally, to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any such court in any such Legal Proceeding and other than the Chosen Courts. To the fullest extent permitted by applicable law, each Party hereby further irrevocably and unconditionally waives waives, and agrees not to plead or claim in any court that any such Legal Proceeding brought assert in any such court has been action, suit or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) any claim that (i) such action or proceeding in any Chosen Court is brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUCH ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws law of the State of Delaware. Each Member irrevocably consents and agrees that (i) any action or proceeding seeking injunctive relief or specific performance in respect of any breach by any Member of its obligations hereunder, without giving effect (ii) any action for enforcement of any judgment in respect thereof, (iii) any action brought to its conflict compel arbitration in accordance with the terms of laws principles. The parties agree that exclusive jurisdiction this Agreement, and venue for (iv) any Legal Proceeding arising out of or related to this Agreement shall exclusively lie action confirming and entering judgment upon any arbitration award may be brought in the Court of Chancery courts of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of New York or the United States sitting federal courts for the Southern District of New York, and, by execution and delivery of this Agreement, each Member hereby submits to and accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any appeal thereof. Each Member further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof in the State of Delaware, and any appellate court from any such state or Federal courtmanner set forth in Section 11.06. Each party Member hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to personal jurisdiction in any such court in any such Legal Proceeding above and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding action or proceeding brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party Member or the Membership to serve process in any other manner permitted by lawlaw or to commence legal actions or proceedings or otherwise proceed against any other Member hereunder in any other jurisdiction. EACH PARTY Nothing in this section shall be deemed to constitute a submission to jurisdiction, consent or waiver with respect to any matter not specifically referred to herein. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE ACTIONS OF THOSE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT OF THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such the Court of Chancery does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1311. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Maryland without giving effect to its conflict the choice of law principles of such state that may direct application of laws principlesof another jurisdiction. The Each of the parties agree that hereby irrevocably and unconditionally consents to and submits to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and venue Technology Case Management Program and/or the U.S. District Court for the District of Maryland (the “Chosen Courts”) for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie (and agrees not to commence any Legal Proceeding relating thereto except in the Court of Chancery of the State of Delaware orsuch court), if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction Proceeding in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives a Chosen Court and agrees not to plead or claim in any court a Chosen Court that any such Legal Proceeding brought in any such court therein has been brought in any inconvenient forum. Each party consents of the parties hereby irrevocably and unconditionally agrees to accept service request and/or consent to the assignment of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent proceeding in the State of Delaware or the Secretary of State courts of the State of Delaware, with a copy delivered Maryland to it by certified the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13any successor thereof). Nothing contained herein in this Agreement shall be deemed to limit or affect the right rights of any party to pursue appeals from any judgments or order of a Chosen Court as provided by applicable law. Each of the parties agrees that service of process may be made on such party by prepaid certified mail in the manner provided in Section 13 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, provided that nothing herein shall limit the right of a party to serve legal process in any other manner permitted by applicable law. Service made pursuant to the foregoing shall have the same legal force and effect as if served upon such party personally within the State of Maryland. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. No party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1312. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party irrevocably consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by first class certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1311. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of DelawareNew York, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively any state or federal court located in the Federal courts Borough of the United States, the Federal courts of the United States sitting Manhattan in the State of Delaware, and any appellate court from any such state or Federal courtNew York. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. No party hereto shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Engaged Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of provision or related to this Agreement shall exclusively lie in the Court of Chancery rule (whether of the State of Delaware oror any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably agrees that any legal action or proceeding with respect to this Agreement and any rights and obligations arising hereunder, if such Court does not have subject matter jurisdictionor for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it shall not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This AgreementAgreement and all actions, and any disputes proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or related relating to this Agreement (whether for breach or any action of contractthe Company or the Protean Group in the negotiation, tortious conduct administration, performance or otherwise), enforcement hereof shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to its any choice or conflict of laws principlesprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties agree Each Party irrevocably agrees that exclusive jurisdiction and venue for any Legal Proceeding arising out of legal action or related proceeding with respect to this Agreement and any rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and any rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, (the Superior “Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction is vested exclusively in the Federal courts of the United Statesover a particular matter, the Federal courts of the United States sitting in any federal court within the State of Delaware, and any appellate court from ) (the “Chosen Courts”). Each Party hereby irrevocably submits with regard to any such state action or Federal courtproceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement in any court other than the Chosen Courts. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingParty hereby irrevocably waives, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim assert in any court action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any such Legal Proceeding reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any Chosen Court is brought in any such court has been brought in any an inconvenient forum. Each party consents to accept service , (ii) the venue of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware suit, action or proceeding is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principlesFlorida. The parties agree that Pledgor irrevocably: (a) submits to the non-exclusive jurisdiction of the state and venue for federal courts of competent jurisdiction in Miami-Dade County, Florida, in any Legal Proceeding action or proceeding arising out of under or related relating to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from Agreement; (b) agrees that any such state action or Federal court. Each party proceeding brought by the Pledgor shall be commenced in and tried by such courts; (c) waives the defense of an inconvenient forum with respect to any such litigation in any of such courts; (d) waives any objection it may now or hereafter have as to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction litigation in any of such court courts; (e) agrees that nothing in this Section 14 shall limit the Bank’s right to sue in the courts of any such Legal Proceeding and hereby further other jurisdiction; (f) irrevocably and unconditionally waives and agrees not consents (without affecting the Bank’s right to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept effect service of process in any such Legal Proceeding other manner permitted by law) to the service of a copy thereof upon either its registered agent any and all process in any such action or proceeding by the State mailing of Delaware or copies of such process to the Secretary of State of the State of Delaware, with a copy delivered to it Pledgor by certified or registered mail, postage prepaid, return receipt requested, addressed to it mail at the Pledgor’s address set forth for notices under Section 11 above; (g) waives, to the maximum extent not prohibited by law, any right the Pledgor might have to claim or recover, in Section 13. Nothing contained herein any action or proceedings relating to the Collateral or to this Agreement, any exculpatory, punitive or consequential damages; and (h) agrees that a final judgment in any such action or proceeding shall be deemed to affect conclusive and may be enforced in other jurisdictions by suit on the right of any party to serve process judgment or in any other manner permitted provided by law. THE PLEDGOR AND THE BANK EACH PARTY HEREBY IRREVOCABLY WAIVES WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF UNDER OR RELATED RELATING TO THIS AGREEMENT.AGREEMENT OR TO THE COLLATERAL. THIS WAIVER SHALL BE SUBJECT TO NO EXCEPTIONS

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 1314. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, Agreement and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related relating to this Agreement or any action of the Company or the Investor Group in the administration, performance or enforcement hereof shall be governed by and construed and enforced in accordance with the laws of the State of Ohio without giving effect to any choice or conflict of laws provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio. Each party irrevocably agrees that any Legal Proceeding arising out of or relating to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested be brought and determined exclusively in the State and Federal courts of in Franklin County, Ohio (the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court“Chosen Courts”). Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and hereby irrevocably submits with regard to personal jurisdiction in any such court in any such Legal Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it shall not bring any Legal Proceeding arising out of or relating to this Agreement in any court other than the Chosen Courts. Each party hereby further irrevocably and unconditionally waives waives, and agrees not to plead or claim assert in any court Legal Proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any Chosen Court or from any Legal Proceeding commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Legal Proceeding in any Chosen Court is brought in an inconvenient forum, (ii) the venue of such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware is improper or (iii) this Agreement, or the Secretary of State of subject matter hereof, may not be enforced in or by the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by lawChosen Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal ProceedingProceeding in any such court, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party irrevocably consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by first class certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 13. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed bygoverned, construed and construed interpreted in accordance with, with the laws of the State of Delaware, without giving effect regard to its conflict of laws principleslaw principles that would result in the application of any law other than the law of the State of Delaware. The parties agree that exclusive Each of the Parties (a) irrevocably and unconditionally submits to the jurisdiction and venue of the federal or state courts located in the State of Delaware for the purpose of any Legal Proceeding arising out of or related based upon this Agreement, (b) agrees not to commence any Legal Proceeding arising out of or based upon this Agreement shall exclusively lie except in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal federal or state courts of the United States, the Federal courts of the United States sitting located in the State of Delaware, and any appellate court from any such state (c) hereby waives, and agrees not to assert, by way of motion, as a defense, or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of otherwise, in any such Legal Proceeding, and irrevocably submits any claim that such Party is not subject personally to personal the jurisdiction in any of the above-named courts, that such court in any such Party’s property is exempt or immune from attachment or execution, that the Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim is brought in any court an inconvenient forum, that any such the venue of the Legal Proceeding brought is improper or that this Agreement or the subject matter hereof may not be enforced in any or by such court has been brought in any inconvenient forumcourt. Each party Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its such Party’s registered agent in the State of Delaware or the Secretary of State of the State of Delaware, with a copy delivered to it such Party by certified or registered mail, postage prepaid, return receipt requested, addressed to it such Party at the address set forth in Section 1317. Nothing contained herein shall be deemed to affect the right of any party either Party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.