Common use of Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, without giving effect to any Laws (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. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) irrevocably submits to the exclusive jurisdiction Delaware Court of Chancery or, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located in the State of Delaware, the Delaware Superior Court, for the purpose of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) its property is exempt or immune from attachment or execution, (C) any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of DelawareNew York, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) laws thereof. Each party hereto irrevocably submits to the exclusive jurisdiction Delaware of (a) the Supreme Court of Chancery orthe State of New York, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of New York County and (b) the United States located District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement, any of the other Transaction Agreements or any transaction contemplated hereby and thereby. Each party agrees to commence any action, suit or proceeding relating hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Delaware orNew York, if New York County. Each party further agrees that service of any process, summons, notice or document in any of the manners set forth in Section 6.3 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction is unavailable in this Section 6.8. Each party irrevocably and unconditionally waives any objection to the courts laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Agreements and the transactions contemplated hereby or thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States located in the State of Delaware, the Delaware Superior Court, District Court for the purpose Southern District of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementNew York, (ii) waives and agrees hereby further irrevocably and unconditionally waives, and shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courtsLegal Proceeding is improper, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Each Party may commence irrevocably and unconditionally waives any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued right to trial by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware jury with respect to any Legal Proceeding relating to or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c)transactions contemplated hereby. (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of DelawareNew York, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) laws thereof. Each party hereto irrevocably submits to the exclusive jurisdiction Delaware of (a) the Supreme Court of Chancery orthe State of New York, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of New York County and (b) the United States located District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement, any of the other Transaction Agreements or any transaction contemplated hereby and thereby. Each Party agrees to commence any action, suit or proceeding relating hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Delaware orNew York, if New York County. Each Party further agrees that service of any process, summons, notice or document in any of the manners set forth in Section 11.1 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction is unavailable in this Section 11.9. Each Party irrevocably and unconditionally waives any objection to the courts laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Agreements and the transactions contemplated hereby or thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States located in the State of Delaware, the Delaware Superior Court, District Court for the purpose Southern District of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementNew York, (ii) waives and agrees hereby further irrevocably and unconditionally waives, and shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should Legal Proceeding is improper, or that this Agreement or any other Transaction Agreement may not be dismissed on grounds of forum non conveniens, should be transferred enforced in or removed to by any court other than one of the above-named courts, . Each Party irrevocably and unconditionally waives any right to trial by jury with respect to any Legal Proceeding relating to or should be stayed by reason arising out of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all transactions contemplated hereby or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c)thereby. (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of DelawareNew York, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) laws thereof. Each party hereto irrevocably submits to the exclusive jurisdiction Delaware of (a) the Supreme Court of Chancery orthe State of New York, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of New York County and (b) the United States located District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement, any of the other Transaction Agreements or any transaction contemplated hereby and thereby. Each party agrees to commence any action, suit or proceeding relating hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Delaware orNew York, if New York County. Each party further agrees that service of any process, summons, notice or document in any of the manners set forth in Section 4 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction is unavailable in this Section 8. Each party irrevocably and unconditionally waives any objection to the courts laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Agreements and the transactions contemplated hereby or thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States located in the State of Delaware, the Delaware Superior Court, District Court for the purpose Southern District of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementNew York, (ii) waives and agrees hereby further irrevocably and unconditionally waives, and shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courtsLegal Proceeding is improper, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence Each party irrevocably and unconditionally waives any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued right to trial by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware jury with respect to any Legal Proceeding relating to or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement o or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c)transactions contemplated hereby. (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, without giving effect to any Laws (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. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) irrevocably submits to the exclusive jurisdiction Delaware Court of Chancery or, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located in the State of Delaware, the Delaware Superior Court, for the purpose of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) its property is exempt or immune from attachment or execution, (C) any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This The interpretation and construction of this Agreement shall be construed and enforced in accordance withor any other Transaction Document, and all questions concerning matters relating hereto (including the construction, validity, interpretation, inducement to enter and/or performance validity or enforcement of this Agreement (whether related to breach of contractAgreement), tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, by the internal Laws of the State of Delaware, without giving effect to any Laws (whether laws of the State of Delaware without regard to any conflicts or any other jurisdiction) choice of laws provisions of the State of Delaware that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarejurisdiction. (b) Subject to Section 12(c), each PartyEach party, by its execution hereof, hereby (i) hereby irrevocably submits to the exclusive jurisdiction Delaware Court of Chancery or, if jurisdiction is unavailable in the Delaware Court of Chancery, the state and federal courts of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located in the State of Delaware, the Delaware Superior Court, for the purpose of any lawsuit between or among the Parties parties hereto arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementDocument, (ii) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) that any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement Document or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party party hereby (i) consents to service of process in any lawsuit between or among the Parties parties hereto arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement Document in any manner permitted by the Laws of the State of Delaware, Delaware Law; (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in pursuant to Section 1711.2, will constitute good and valid service of process in any such lawsuit, ; and (iii) waives and agrees to not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (ed) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, HEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of DelawareNew York, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause conflicts of laws thereof, except matters mandatorily governed by the application of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) DGCL shall be so governed. Each Party irrevocably submits to the exclusive jurisdiction Delaware of (a) the Supreme Court of Chancery orthe State of New York, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of New York County and (b) the United States located District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement, any of the other Transaction Agreements, any transaction contemplated hereby and thereby or the relationship of the parties created hereby or thereby. Each Party agrees to commence any action, suit or proceeding relating hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Delaware orNew York, if jurisdiction is unavailable New York County. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement, the other Transaction Agreements, the transactions contemplated hereby or thereby or the relationship of the parties created hereby or thereby in (i) the courts Supreme Court of the State of New York, New York County or (ii) the United States located in the State of Delaware, the Delaware Superior Court, District Court for the purpose Southern District of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementNew York, (ii) waives and agrees hereby further irrevocably and unconditionally waives, and shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courtsLegal Proceeding is improper, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement or the subject matter hereof or thereof Merger may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Each Party may commence irrevocably and unconditionally waives any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued right to trial by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware jury with respect to any Legal Proceeding relating to or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in Agreement, any manner permitted by the Laws of the State transactions contemplated hereby or thereby or the relationship of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, the parties created hereby or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of processthereby. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of Delaware, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) laws thereof. Each party hereto irrevocably submits to the exclusive jurisdiction Delaware of (a) the Chancery Court of Chancery or, if jurisdiction is unavailable in the State of Delaware Court of Chancery, and (b) the courts Federal Courts of the United States located in the State of Delaware orfor the purposes of any suit, if jurisdiction is unavailable action or other proceeding arising out of this Agreement, any of the other Transaction Agreements or any transaction contemplated hereby and thereby. Each Member agrees to commence any action, suit or proceeding relating hereto in the courts Chancery court of the State of Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Federal Courts of the United States located in the State of Delaware. Each Member further agrees that service of any process, summons, notice or document in any of the manners set forth in Section 11.1 shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 11.9. Each Member irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Agreements and the transactions contemplated hereby or thereby in (i) the Chancery Court of the State of Delaware or (ii) the Federal Courts of the United States located in the State of Delaware, the Delaware Superior Courtand hereby further irrevocably and unconditionally waives, for the purpose of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement, (ii) waives and agrees shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should Legal Proceeding is improper, or that this Agreement or any other Transaction Agreement may not be dismissed on grounds of forum non conveniens, should be transferred enforced in or removed to by any court other than one of the above-named courts, . Each Member irrevocably and unconditionally waives any right to trial by jury with respect to any Legal Proceeding relating to or should be stayed by reason arising out of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all transactions contemplated hereby or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c)thereby. (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall and any controversy arising out of or relating to this Agreement will be governed by and construed and enforced in accordance with, and all questions concerning with the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, New York without giving effect to any Laws (whether conflict of the State of Delaware or any other jurisdiction) laws provisions that would cause result in the application of the Laws Law of any jurisdiction other than jurisdiction; provided, however, that the State of DelawareAuction will be conducted in conformity with SSE requirements to the extent set forth in Section 2.1(d). (b) Subject to Section 12(c), each Party, by its execution hereof, Each Party hereby (i) irrevocably and unconditionally submits to the exclusive jurisdiction Delaware Court of Chancery any federal court sitting in the Borough of Manhattan in The City of New York (or, only if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located in the State of Delaware, the Delaware Superior Court, for the purpose of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwisesuch court lacks subject matter jurisdiction, in any such lawsuitNew York State court sitting in the Borough of Manhattan in The City of New York) (each, any claim that (Aa “Relevant Court”) it is not subject personally to the jurisdiction of the above-named courts, (B) its property is exempt or immune from attachment or execution, (C) any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one action or proceeding between the Parties or their respective Affiliates arising out of or relating to this Agreement, the above-named courts, or (D) this Agreement or any other Transaction Agreement Documents or the subject matter hereof Transactions or thereof may not be enforced in for recognition or by such courtenforcement of any judgment relating thereto, and each Party hereby irrevocably and unconditionally (iiii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit action or proceeding except in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Relevant Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that any claim brought by the other Party or any of its Affiliates in respect of any such action or proceeding may be heard and determined in a Relevant Court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in a Relevant Court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each Party (A) agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law and (B) irrevocably consents to service of process made inside or outside the territorial jurisdiction of such courts in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified the manner provided for notices in Section 177.3. Subject to the limitations on recovery of damages described in Section 7.10, nothing in this Agreement will constitute good and valid service affect the right of any Party to serve process in any such lawsuit, and (iii) waives and agrees not to assert (other manner permitted by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of processLaw. (ec) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall and the agreements, instruments and documents contemplated hereby and all disputes between the Parties under or relating to this Agreement or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise, will be governed by and construed and enforced in accordance with, and all questions concerning with the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, without giving effect to any Laws (whether conflicts of the State of Delaware or any other jurisdiction) laws principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) irrevocably submits to the exclusive jurisdiction State. The Delaware Court of Chancery orsitting in Wilmington, Delaware (and if jurisdiction is unavailable in the Delaware Court of ChanceryChancery shall be unavailable, any Delaware state court and the courts Federal court of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located America sitting in the State of Delaware, the Delaware Superior Court, for the purpose of ) will have exclusive jurisdiction over any lawsuit between or and all disputes among the Parties arising in whole Parties, whether at law or in part under or in connection with this Agreement or any other Transaction Agreementequity, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) its property is exempt or immune from attachment or execution, (C) any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related relating to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not agreements, instruments and documents contemplated hereby or the rules of procedure facts and circumstances leading to its execution and delivery, whether in contract, tort or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) otherwise. Each of the State Parties irrevocably consents to and agrees to submit to the exclusive jurisdiction of Delaware. The arbitration will be conducted in the English language in Palm Beach Countysuch courts, Florida. Judgment upon the award rendered by the arbitrators agrees that process may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement served upon them in any manner permitted authorized by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) aboveand hereby waives, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit dispute, to the fullest extent permitted by applicable Law, any claim that service (a) such Party is not personally subject to the jurisdiction of such courts, (b) such Party and such Party’s property is immune from any legal process made issued by such courts or (c) any litigation commenced in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) such courts is brought in an inconvenient forum. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVESCONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 8.04 IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 8.07. HOWEVER, THE FULLEST EXTENT PERMITTED FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY LAW, ANY OTHER LEGALLY AVAILABLE METHOD. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY(AS DEFINED HEREIN).

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall and the agreements, instruments and documents contemplated hereby and all disputes between the Parties under or relating to this Agreement or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise, will be governed by and construed and enforced in accordance with, and all questions concerning with the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, without giving effect to any Laws (whether conflicts of the State of Delaware or any other jurisdiction) laws principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) irrevocably submits to the exclusive jurisdiction State. The Delaware Court of Chancery orsitting in Wilmington, Delaware (and if jurisdiction is unavailable in the Delaware Court of ChanceryChancery shall be unavailable, any Delaware state court and the courts Federal court of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located America sitting in the State of Delaware, the Delaware Superior Court, for the purpose of ) will have exclusive jurisdiction over any lawsuit between or and all disputes among the Parties arising in whole Parties, whether at law or in part under or in connection with this Agreement or any other Transaction Agreementequity, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) its property is exempt or immune from attachment or execution, (C) any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related relating to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not agreements, instruments and documents contemplated hereby or the rules of procedure facts and circumstances leading to its execution and delivery, whether in contract, tort or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) otherwise. Each of the State Parties irrevocably consents to and agrees to submit to the exclusive jurisdiction of Delaware. The arbitration will be conducted in the English language in Palm Beach Countysuch courts, Florida. Judgment upon the award rendered by the arbitrators agrees that process may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement served upon them in any manner permitted authorized by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) aboveand hereby waives, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit dispute, to the fullest extent permitted by applicable Law, any claim that service (a) such Party is not personally subject to the jurisdiction of such courts, (b) such Party and such Party’s property is immune from any legal process made issued by such courts or (c) any litigation commenced in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) such courts is brought in an inconvenient forum. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVESCONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 8.04 IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 8.07. HOWEVER, THE FULLEST EXTENT PERMITTED FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY LAW, ANY OTHER LEGALLY AVAILABLE METHOD. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY(AS DEFINED HEREIN). For purposes of this Section 8.04 only, the term “Party” shall include Guarantor.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed a. The interpretation and enforced in accordance withconstruction of this IP Assignment, and all questions concerning matters relating hereto (including the construction, validity, interpretation, inducement to enter and/or performance validity or enforcement of this Agreement (whether related to breach of contractIP Assignment), tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, by the internal Laws of the State of Delaware, without giving effect to any Laws (whether laws of the State of Delaware without regard to any conflicts or any other jurisdiction) choice of law provisions of the State of Delaware that would cause result in the application of the Laws law of any jurisdiction other than the State of Delawarejurisdiction. (b) Subject to Section 12(c), each Partyb. Each of the Seller and the Buyer, by its execution hereof, hereby (i) hereby irrevocably submits to the exclusive jurisdiction Delaware of the Court of Chancery or, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware located in the City of Wilmington or, if such Chancery Court determines that it does not have subject matter jurisdiction is unavailable in over the applicable lawsuit, then only to the state or federal courts of the United States State of Delaware located in the State City of Delaware, the Delaware Superior Court, Wilmington for the purpose of any lawsuit between or among the Parties parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementIP Assignment, (ii) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) that any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement IP Assignment or the subject matter hereof or thereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding previous sentence, a Party party may commence any lawsuit in a court other than the above above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above above-named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware c. The Seller and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party Buyer hereby (i) consents consent to service of process in any lawsuit between or among the Parties parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement IP Assignment in any manner permitted by the Laws of the State of DelawareDelaware Law, (ii) agrees agree that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in pursuant to Section 1710.4 of the Asset Purchase Agreement, will constitute good and valid service of process in any such lawsuit, lawsuit and (iii) waives waive and agrees agree not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) d. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITHIP ASSIGNMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This The interpretation and construction of this Agreement shall be construed and enforced in accordance withor any other Transaction Document, and all questions concerning matters relating hereto (including the construction, validity, interpretation, inducement to enter and/or performance validity or enforcement of this Agreement (whether related to breach of contractAgreement), tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, by the internal Laws of the State of Delaware, without giving effect to any Laws (whether laws of the State of Delaware without regard to any conflicts or any other jurisdiction) choice of laws provisions of the State of Delaware that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarejurisdiction. (b) Subject to Section 12(c), each Each Party, by its execution hereof, hereby and to the extent not inconsistent with Section 2.9, (i) hereby irrevocably submits to the exclusive jurisdiction Delaware of the Court of Chancery or, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware located in the City of Wilmington or, if such Chancery Court determines that it does not have subject matter jurisdiction is unavailable in over the applicable lawsuit, then only to the state or federal courts of the United States State of Delaware located in the State City of Delaware, the Delaware Superior Court, Wilmington for the purpose of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementDocument, (ii) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such lawsuit, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) that any such lawsuit brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement Document or the subject matter hereof or thereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding previous sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order or judgment issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement Document in any manner permitted by the Laws of the State of DelawareDelaware Law, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in pursuant to Section 1711.2, will constitute good and valid service of process in any such lawsuit, lawsuit and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (ed) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, HEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of DelawareNew York, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) laws thereof. Each party hereto irrevocably submits to the exclusive jurisdiction Delaware of (a) the Supreme Court of Chancery orthe State of New York, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of New York County and (b) the United States located District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement, any of the other Transaction Agreements or any transaction contemplated hereby and thereby. Each party agrees to commence any action, suit or proceeding relating hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Delaware orNew York, if jurisdiction is unavailable New York County. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Agreements and the transactions contemplated hereby or thereby in (i) the courts Supreme Court of the State of New York, New York County or (ii) the United States located in the State of Delaware, the Delaware Superior Court, District Court for the purpose Southern District of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementNew York, (ii) waives and agrees hereby further irrevocably and unconditionally waives, and shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should Legal Proceeding is improper, or that this Agreement or any other Transaction Agreement may not be dismissed on grounds of forum non conveniens, should be transferred enforced in or removed to by any court other than one of the above-named courts, . Each party irrevocably and unconditionally waives any right to trial by jury with respect to any Legal Proceeding relating to or should be stayed by reason arising out of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) this Agreement or any other Transaction Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Party may commence any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all transactions contemplated hereby or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c)thereby. (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of process. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, and construed in accordance with, the internal Laws laws of the State of DelawareNew York, without giving effect to any Laws (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause conflicts of laws thereof, except matters mandatorily governed by the application of the Laws of any jurisdiction other than the State of Delaware. (b) Subject to Section 12(c), each Party, by its execution hereof, hereby (i) DGCL shall be so governed. Each Party irrevocably submits to the exclusive jurisdiction Delaware of (a) the Supreme Court of Chancery orthe State of New York, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of New York County and (b) the United States located District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement, any of the other Transaction Agreements or any transaction contemplated hereby and thereby. Each Party agrees to commence any action, suit or proceeding relating hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of Delaware orNew York, if New York County. Each Party further agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction is unavailable in this Section 10.11. Each Party irrevocably and unconditionally waives any objection to the courts laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Agreements and the transactions contemplated hereby or thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States located in the State of Delaware, the Delaware Superior Court, District Court for the purpose Southern District of any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction AgreementNew York, (ii) waives and agrees hereby further irrevocably and unconditionally waives, and shall not to assert, assert by way of motion, as a defense defense, or otherwise, in any such lawsuitLegal Proceeding, any claim that (A) it is not subject personally to the jurisdiction of the above-named courts, (B) that its property is exempt or immune from attachment or execution, (C) any such lawsuit that the Legal Proceeding is brought in one an inconvenient forum, that the venue of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courtsLegal Proceeding is improper, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or (D) that this Agreement or any other Transaction Agreement or the subject matter hereof or thereof Merger may not be enforced in or by such court, and (iii) agrees not to commence any such lawsuit other than before one of the above-named courts. Notwithstanding the preceding sentence, a Each Party may commence irrevocably and unconditionally waives any lawsuit in a court other than the above named courts solely for the purpose of enforcing an order issued right to trial by one of the above named courts. (c) If, and only if, the Delaware Court of Chancery, the courts of the United States located in the State of Delaware jury with respect to any Legal Proceeding relating to or the Delaware Superior Court would not have jurisdiction over all or any portion of legal proceeding based upon, arising out of or related to this Agreement or any of the Transactions (all or such portion of any such legal proceeding so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and the Delaware Superior Court, an “Arbitration Action”), the Parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the Parties. If the Parties in the Arbitration Action cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such rules, such arbitrators shall be directed by the Parties in the Arbitration Action to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the Parties in the Arbitration Action to determine the dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in Palm Beach County, Florida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. For the avoidance of doubt, nothing in this Section 12(c) shall prevent any Party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 12(c). (d) Each Party hereby (i) consents to service of process in any lawsuit between or among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Agreement in or any manner permitted by the Laws of the State of Delaware, (ii) agrees that service of process made in accordance with clause (i) above, transactions contemplated hereby or made by registered or certified mail, return receipt requested, at its address specified in Section 17, will constitute good and valid service of process in any such lawsuit, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such lawsuit any claim that service of process made in accordance with clause (i) or clause (ii) above does not constitute good and valid service of processthereby. (e) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.