Common use of Governing Law; Jurisdiction; Specific Performance Clause in Contracts

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.4; provided, that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed governed by and enforced construed and interpreted in accordance with, and governed by, with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application New York irrespective of the choice of laws principles of any jurisdiction other than the State of DelawareNew York other than Section 5-1401 of the General Obligations Law of the State of New York. Each of the parties Parties hereto irrevocably agrees that any legal action or proceeding with respect consents specifically to this Agreement the personal and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within having subject matter jurisdiction in the County of New York, State of Delaware. Each of the parties hereto hereby irrevocably submits New York with regard respect to any such action or proceeding for itself and in respect of its propertydispute arising out of, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement and any action for injunctive relief, and irrevocably waive their right to contest venue in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. To Each of the fullest extent permitted Parties hereto hereby agrees that service of any process, summons, notice or document by applicable LawU.S. registered mail to the respective addresses set forth in Article VII shall be effective service of process for any suit or proceeding in connection with this Agreement or any transactions contemplated by this Agreement. (b) The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. In circumstances where the Parties are obligated to consummate or any transactions contemplated by this Agreement and or any transactions contemplated by this Agreement have not been consummated (other than as a result of the other Party’s refusal to close in violation of this Agreement) each of the parties hereto hereby consents to Parties expressly acknowledges and agrees that the service of process in accordance with Section 17.4; providedother Party shall have suffered irreparable harm, that nothing herein monetary damages will be inadequate to compensate such other Party, and that such other Party shall affect be entitled to enforce specifically the right of breaching Party’s obligation to consummate any party to serve legal process in any other matter permitted transactions contemplated by Law.this Agreement. 8.4

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of Parent, Holdco, Merger Sub 1, Merger Sub 2 and the parties hereto Company agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.410.7; provided, that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with, and governed by, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause New York and the application Federal courts of the laws United States of any jurisdiction America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement (other than the Amalgamation Agreement, which shall be interpreted, construed, governed and enforced as set forth therein), and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document (other than the Amalgamation Agreement, which shall be interpreted, construed, governed and enforced as set forth therein), that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document (other than the Amalgamation Agreement, which shall be interpreted, construed, governed and enforced as set forth therein) may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of Delawaresuch parties and, to the extent permitted by applicable law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in this Section 10.4 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement Agreement, including but not limited to any dispute arising out of or relating in any court other than such courts. Each of way to the parties hereto hereby irrevocably waivesCommitment Letter, and agrees not the Financing (or any commitment letter relating to assert, by way of motion, as a defense, counterclaim any Alternative Financing) or otherwisethe performance thereof, in any action forum other than any New York State court or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction Federal court of the above named courtsUnited States of America sitting in the Borough of Manhattan, (ii) and any claim that it or its property is exempt or immune from jurisdiction of any such appellate court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.4; provided, that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Lawthereof.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto Comet and Venus agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.410.07; provided, that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement Warrant and all matters concerning the construction, validity, enforcement and interpretation hereof or otherwise relating hereto shall be construedgoverned by, performed and enforced construed in accordance with, and governed by, the Laws internal laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of DelawareNew York. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns Warrant shall be brought heard and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware, New York or the courts of the United States located in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingBorough of Manhattan, any state or federal court within the State of Delaware. Each of New York City, New York, and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction of the courts and venue set forth in this Section 10 shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement Warrant shall be effective if notice is given by overnight courier at the address set forth or any referred to in Section 11 of the transactions contemplated by this Agreement in any court other than such courtsWarrant. Each of the The parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees agree that a final judgment in any action or proceeding such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. To The parties hereto agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the fullest extent permitted by applicable Law, each of event that the parties hereto hereby consents to do not perform the service provisions of process this Warrant in accordance with Section 17.4; providedits specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that nothing herein the parties shall affect be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Warrant and to enforce specifically the terms and provisions hereof in the courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Warrant or any Note Documents, and this right of specific enforcement is an integral part of the terms of this Warrant. The parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties acknowledge and agree that any party shall not be required to serve legal process provide any bond or other security in any connection with its pursuit of an injunction or injunctions to prevent breaches of this Warrant to enforce specifically the terms and provisions hereof. The remedies provided in this Warrant shall be cumulative and in addition to all other matter permitted by Lawremedies available under this Warrant, the Note Documents at law or in equity (including a decree of specific performance and/or other injunctive relief).

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement Warrant shall be construedgoverned by, performed and enforced construed in accordance with, and governed by, the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns Warrant shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of DelawareDelaware (or, or in if the event (but only in Court of Chancery of the event) that such court does not have subject matter State of Delaware declines to accept jurisdiction over such action or proceedingany Action, any state or federal court within the State of Delaware. Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction of the courts and venue set forth in this Section 9 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement or any Warrant shall be effective if notice is given by overnight courier at the address set forth in Section 10 of the transactions contemplated by this Agreement in any court other than such courtsWarrant. Each of the The parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees agree that a final judgment in any action or proceeding such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law; provided, each of however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. The parties hereto agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that the parties hereto hereby consents to do not perform the service provisions of process this Warrant in accordance with Section 17.4; providedits specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that nothing herein the parties shall affect be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Warrant and to enforce specifically the terms and provisions hereof in the courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Warrant, and this right of specific enforcement is an integral part of the terms of this Warrant. The parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties acknowledge and agree that any party shall not be required to serve legal process provide any bond or other security in any other matter permitted by Lawconnection with its pursuit of an injunction or injunctions to prevent breaches of this Warrant and to enforce specifically the terms and provisions hereof.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement Agreement, the Merger and all claims arising hereunder or relating to this Agreement, shall be construed, performed governed and construed and enforced in accordance with, and governed by, with the Laws laws of the State Commonwealth of DelawarePennsylvania, without giving effect to any choice or conflict the principles of conflicts of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delawarethereof. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement irrevocably and the rights and obligations arising hereunderunconditionally submits, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Pennsylvania state court or the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any United States District Court for the Western District of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisePennsylvania, in any action or proceeding with respect arising out of or relating to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto to this Agreement agrees that that, subject to rights with respect to post-trial motions and rights of appeal or other avenues of review, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. To Each of the parties to this Agreement irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawit may legally and effectively do so, each any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Pennsylvania state court or the United States District Court for the Western District of Pennsylvania. Each of the parties hereto hereby consents to this Agreement irrevocably and unconditionally waives, to the service fullest extent it may legally and effectively do so, the defense of process in accordance with Section 17.4; provided, that nothing herein shall affect an inconvenient forum to the right maintenance of any party to serve legal process such action or proceeding in any other matter permitted by Law.such court. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, brought by the other party(ies) another party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any other state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.48.7; provided, provided that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement Warrant and all matters concerning the construction, validity, enforcement and interpretation hereof or otherwise relating hereto shall be construedgoverned by, performed and enforced construed in accordance with, and governed by, the Laws internal laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of DelawareNew York. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns Warrant shall be brought heard and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware, New York or the courts of the United States located in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingBorough of Manhattan, any state or federal court within the State of Delaware. Each of New York City, New York, and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction of the courts and venue set forth in this Section 10 shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement Warrant shall be effective if notice is given by overnight courier at the address set forth or any referred to in Section 11 of the transactions contemplated by this Agreement in any court other than such courtsWarrant. Each of the The parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees agree that a final judgment in any action or proceeding such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. To The parties hereto agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the fullest extent permitted by applicable Law, each of event that the parties hereto hereby consents to do not perform the service provisions of process this Warrant in accordance with Section 17.4; providedits specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that nothing herein the parties shall affect be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Warrant and to enforce specifically the terms and provisions hereof in the courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Warrant, the Subscription and Exchange Agreement or the Certificate of Designations, and this right of specific enforcement is an integral part of the terms of this Warrant. The parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties acknowledge and agree that any party shall not be required to serve legal process provide any bond or other security in any connection with its pursuit of an injunction or injunctions to prevent breaches of this Warrant to enforce specifically the terms and provisions hereof. The remedies provided in this Warrant shall be cumulative and in addition to all other matter permitted by Lawremedies available under this Warrant, the Subscription and Exchange Agreement, and the Certificate of Designations at law or in equity (including a decree of specific performance and/or other injunctive relief).

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.4; provided, that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.,

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of Parent, Intermediate Holdco, Merger Sub and the parties hereto Company agrees that a final judgment issued by the above named courts in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.410.07; provided, that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of DelawareCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. Each of the The parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject submit to the jurisdiction of the above named courtscourts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the Transactions, (ii) and hereby waive, and agree not to assert, as a defense in any claim that it action, suit or its property is exempt proceeding for the interpretation or immune from jurisdiction enforcement hereof or of any such court document that it is not subject thereto or from any legal process commenced in that such courts and (iii) to the fullest extent permitted by applicable Lawaction, any claim that (A) the suit, action suit or proceeding may not be brought or is not maintainable in such court is brought in an inconvenient forum, (B) said courts or that the venue of thereof may not be appropriate or that this Agreement or any such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, document may not be enforced in or by such courts. Each of , and the parties hereto agrees irrevocably agree that a final judgment in any all claims with respect to such action or proceeding shall be conclusive heard and may be enforced determined in other jurisdictions by suit on such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the judgment or in any other manner provided by Law. To person of such parties and, to the fullest extent permitted by applicable Law, each over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in this Section 10.4 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. Each of the parties hereto hereby consents to the service this Agreement agrees that it will not bring or support any action, cause of process in accordance with Section 17.4; providedaction, that nothing herein shall affect the right claim, cross-claim or third-party claim of any party to serve legal process kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or any of their respective Financing Source Related Parties in any way relating to this Agreement or any of the Transactions, in any forum other matter permitted by Lawthan a New York state or Federal court sitting in the borough of Manhattan, City of New York, New York.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be construedgoverned by, performed and enforced construed in accordance with, and governed by, the Laws laws of the State of Delaware, New York without giving effect regard to any choice or conflict the conflicts of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delawareprinciples thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to The section headings in this Agreement have been inserted as a matter of convenience of reference and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect are not a part of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of DelawareAgreement. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts Except as set forth in this paragraph and agrees that it will not bring any action relating to this Agreement below, no Claim may be commenced, prosecuted or any of the transactions contemplated by this Agreement continued in any court other than such courts. Each the courts of the parties hereto hereby irrevocably waivesState of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject the Company consents to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Purchaser or any Indemnified Party. Each Purchaser and the Company (iii) on its behalf and, to the fullest extent permitted by applicable Lawlaw, on behalf of its stockholders and affiliates) waive all right to trial by jury in any claim that action, proceeding or counterclaim (Awhether based upon contract, tort or otherwise) the suit, action in any way arising out of or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) relating to this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto The Company agrees that a final judgment in any action such action, proceeding or proceeding counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other jurisdictions courts to the jurisdiction of which the Company is or may be subject, by suit on upon such judgment. The parties hereto agree that irreparable damage would occur in the judgment or in event that any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service provisions of process this Agreement were not performed in accordance with Section 17.4; providedtheir specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, that nothing herein shall affect the right of any party this being in addition to serve legal process in any other matter permitted by Lawremedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably submits to, and agrees that that, except with respect to any alterative arrangement provided by Section 5.18, any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any of the other party(ies) parties hereto or its their respective successors or assigns shall be brought and determined exclusively in in, the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement Transactions in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto Torch and United agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 17.410.7; provided, provided that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction; Specific Performance. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with, and governed by, the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of DelawareCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. Each of the The parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party(ies) hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, any state or federal court within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject submit to the jurisdiction of the above named courtscourts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the transactions contemplated hereby, (ii) and hereby waive, and agree not to assert, as a defense in any claim that it action, suit or its property is exempt proceeding for the interpretation or immune from jurisdiction enforcement hereof or of any such court document that it is not subject thereto or from any legal process commenced in that such courts and (iii) to the fullest extent permitted by applicable Lawaction, any claim that (A) the suit, action suit or proceeding may not be brought or is not maintainable in such court is brought in an inconvenient forum, (B) said courts or that the venue of thereof may not be appropriate or that this Agreement or any such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, document may not be enforced in or by such courts. Each of , and the parties hereto agrees irrevocably agree that a final judgment in any all claims with respect to such action or proceeding shall be conclusive heard and may be enforced determined in other jurisdictions by suit on such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the judgment or in any other manner provided by Law. To person of such parties and, to the fullest extent permitted by applicable Law, each over the subject matter of the parties hereto hereby consents to the service such dispute and agree that mailing of process or other papers in accordance connection with any such action or proceeding in the manner provided in this Section 17.4; provided, that nothing herein shall affect the right of any party to serve legal process 10.4 or in any such other matter manner as may be permitted by LawLaw shall be valid and sufficient service thereof.