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

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

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

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork County, borough of Manhattan, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be construed in accordance with and governed by the internal laws of the State of New York. The Pledgor, without giving effect to any choice the extent that it may lawfully do so, hereby consents to service of law or conflict process, and to be sued, in the State of law provision or rule (whether New York and consents to the jurisdiction of the courts of the State of New York and the United States District Court for the District of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any other jurisdiction) of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any such courts. The Pledgor further agrees that would cause the application a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 20 hereof or as otherwise provided under the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits Nothing in this Agreement shall affect any right the Agent or any Secured Party may otherwise have to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, bring an action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service against the Pledgor or its properties in the courts of process and notice thereofany jurisdiction. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY THE PLEDGOR IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVESUIT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PLEDGOR IN RESPECT OF ANY DISPUTE ITS OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by either party hereto, (ii) agrees that service of process will be validly effected by sending notice in connection herewith or accordance with any transaction contemplated hereby or discussed hereinSection 9(c), (iii) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (iv) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(f).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed in all respects by the internal laws Laws of the State of New York. Any disagreement, without giving effect issue, dispute, claim, demand or controversy arising out of or relating to any choice this Agreement (each, a “Dispute”) shall be brought in the United States District Court for the Southern District of law or conflict of law provision or rule (whether of the State of New York in New York, New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the New York State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts court sitting in the City of New York, borough New York, so long as one of Manhattan, for such courts shall have subject matter jurisdiction over such Dispute. Each of the adjudication parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, such Dispute and hereby irrevocably waives, and agrees not to assert the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Dispute in any suitsuch court and that any such Dispute which is brought in any such court has been brought in an inconvenient forum. Process in any such Dispute may be served on any party anywhere in the world, action whether within or proceeding, any claim that it is not personally subject to without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to on such party at the address for such notices to it under this Agreement and agrees that such service as provided in Section 3.8 shall constitute good and sufficient be deemed effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. on such party. (b) EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by either party hereto, (b) agrees that service of process will be validly effected by sending notice in connection herewith or accordance with any transaction contemplated hereby or discussed hereinSection 9.06, (c) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (d) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.01.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement This Agreement and interpretation any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) principles that would cause result in the application of the laws of any jurisdiction law other than the law of the State of New York. All legal proceedings, claims, suits, actions, demands, disputes or controversies (any of the foregoing, a “Proceeding”) arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York. Each party hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the any state and or federal courts sitting court located in the City of New York, borough of ManhattanNew York, for the adjudication purpose of any dispute hereunder Proceeding arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed herein, party hereto and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Proceeding is brought in an inconvenient forum or forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each party agrees that a final judgment in any such suit, Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding is improper. Each party hereby irrevocably waives relating to the transactions contemplated by this Agreement, on behalf of itself or himself, or its or his property, by personal service delivery of copies of such process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the applicable address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofset forth in Section 3.6. Nothing contained herein in this Section 3.3 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO AFFILIATE, AGENT OR REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.3.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This agreement and the construction, validity, enforcement rights and interpretation obligations of this Agreement the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule laws (whether other than Section 5-1401 of the State of New York General Obligations Law). (b) All legal actions between or any other jurisdiction) that would cause among the application parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of the laws a dispute, breach or default of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting this agreement, shall be brought in the City of federal or state courts located in New York County, New York, borough of Manhattanwhich courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the adjudication extent permitted by law, waives any objection that it may now or hereafter have to the venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein, and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 4, and that nothing herein shall affect the address for such notices right to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (c) The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, USA, without giving effect regard to any choice the conflicts of law or conflict of law provision or rule (whether of laws principals thereof. Any action brought by either party against the State other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or any other jurisdiction) that would cause in the application of federal courts located in the laws of any jurisdiction other than the State state and county of New York. Each party The parties to this Agreement hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or in connection herewith venue or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient based upon forum or that the venue of such suit, action or proceeding is impropernon conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause (the application of the laws of any jurisdiction other than the State of “New YorkYork City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the New York City of New York, borough of Manhattan, Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York City Courts, that or such suit, action New York City Courts are improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect applicable to any choice contracts executed in and to be performed entirely within that State, except with respect to the provisions of law or conflict of law provision or rule (whether this Agreement as to which the NJBCA is expressly applicable, which provisions shall be governed by, and construed in accordance with, the laws of the State of New York Jersey. (b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any other jurisdiction) that would cause federal or state court located within the application Borough of Manhattan of the laws of any jurisdiction other than the City, County and State of New York. Each party , and the parties hereto hereby irrevocably submits submit to the exclusive jurisdiction of the state and federal such courts sitting (and, in the City case of New Yorkappeals, borough appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of Manhattan, for an inconvenient forum to the adjudication maintenance of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding, . The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any claim purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that it is not personally subject to the jurisdiction of a final judgment in any such court, that such suit, action or proceeding is brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or that in any other manner provided by applicable law. (c) Each of the venue of such suit, action or proceeding is improper. Each party parties hereto hereby irrevocably waives personal service of process any and consents all rights to process being served trial by jury in any such suit, action legal proceeding arising out of or proceeding by mailing a copy thereof related to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the Transactions.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement (a) This Agreement and interpretation any dispute or controversy arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws Law of the State of New York, without giving effect to any conflict or choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause result in the application of another state’s Law. (b) Each of the laws of any jurisdiction other than the State of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state State and federal Federal courts sitting located in the Borough of Manhattan in the City and State of New York, borough of Manhattan, for the adjudication of York with respect to any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. the transactions contemplated hereby. (c) EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, OR ANY TRANSACTION CONTEMPLATED HEREBYCOURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER VERBAL OR WRITTEN) RELATING TO THE FOREGOING (INCLUDING, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement the Exchange Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement and any other Exchange Documents (whether of brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the State state and federal courts sitting in the County of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkCastle. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State of New York, borough of Manhattan, Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Exchange Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This agreement and the construction, validity, enforcement rights and interpretation obligations of this Agreement the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule laws (whether other than Section 5-1401 of the State of New York General Obligations Law). (b) All legal actions between or any other jurisdiction) that would cause among the application parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of the laws a dispute, breach or default of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting this agreement, shall be brought in the City of federal or state courts located in New York County, New York, borough of Manhattanwhich courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the adjudication extent permitted by law, waive any objection that they may now or hereafter have to the venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein, and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 4, and that nothing herein shall affect the address for such notices right to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (c) The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Supplemental Indenture and the construction, validity, enforcement and interpretation of this Agreement Securities shall be governed by by, and construed in accordance with, the internal laws of the State of New York. Any legal suit, without giving effect to any choice action or proceeding arising out of law or conflict based upon this Supplemental Indenture and the Securities may be instituted in the federal courts of law provision the United States of America located in the City of New York or rule (whether the courts of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in each case located in the City of New YorkYork (collectively, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein“Specified Courts”), and hereby each party irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submits to the non-exclusive jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The parties each hereby irrevocably and unconditionally waive any right objection to serve process the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any manner permitted by lawsuch suit, action or other proceeding has been brought in an inconvenient forum. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUPPLEMENTAL INDENTURE OR ANY TRANSACTION CONTEMPLATED HEREBYTHE SECURITIES.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New YorkCalifornia, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York California or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkCalifornia. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkLos Angeles County, borough of Manhattan, California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State Wyoming, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause (the application of the laws of any jurisdiction other than the State of “New YorkYork City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the New York City of New York, borough of Manhattan, Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York City Courts, that or such suit, action New York City Courts are improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect applicable to any choice Contracts executed in and to be performed entirely within that State, except with respect to the provisions of law or conflict of law provision or rule (whether this Agreement as to which the NJBCA is expressly applicable, which provisions shall be governed by, and construed in accordance with, the laws of the State of New York Jersey. (b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any other jurisdiction) that would cause federal or state court located within the application Borough of Manhattan of the laws of any jurisdiction other than the City, County and State of New York. Each party , and the parties hereto hereby irrevocably submits submit to the exclusive jurisdiction of the state and federal such courts sitting (and, in the City case of New Yorkappeals, borough appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of Manhattan, for an inconvenient forum to the adjudication maintenance of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding, . The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York and shall have no effect for any claim purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that it is not personally subject to the jurisdiction of a final judgment in any such court, that such suit, action or proceeding is brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or that in any other manner provided by applicable law. (c) Each of the venue of such suit, action or proceeding is improper. Each party parties hereto hereby irrevocably waives personal service of process any and consents all rights to process being served trial by jury in any such suit, action legal proceeding arising out of or proceeding by mailing a copy thereof related to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Agreement, validityand all claims or causes of action based upon, enforcement and interpretation of arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New YorkDelaware, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdiction) that would cause permit the application of Laws of another jurisdiction. Any action based upon, arising out of or related to this Agreement or the laws transactions contemplated hereby may be brought in the United States District Court for the District of any jurisdiction other than Delaware or, if such court does not have jurisdiction, the State Delaware state courts located in Wilmington, Delaware, and each of New York. Each party hereby the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or convenience of forum, agrees that all claims in respect of the state action shall be heard and federal courts sitting determined only in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waivessuch court, and agrees not to assert bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by lawLaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this paragraph. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY ACTION BASED UPON, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement enforcement, and interpretation of this Agreement shall be governed by the internal laws of the State state of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State state of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State state of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City city of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action action, or proceeding is brought in an inconvenient forum or that the venue of such suit, action action, or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action action, or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice the conflicts of law or conflict of law provision or rule (whether of laws principals thereof. Any action brought by either party against the State other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or any other jurisdiction) that would cause in the application of the laws of any jurisdiction other than federal courts located in New York County, in the State of New York. Each party The parties to this Agreement hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or in connection herewith venue or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient based upon forum or that the venue of such suit, action or proceeding is impropernon conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdiction) laws principles thereof that would cause require the application of the laws of any jurisdiction other than jurisdiction. Any action brought under or arising out of this Agreement shall be brought in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”). Each party Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting such Specified Courts in the City of New York, borough of Manhattan, for the adjudication respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinclaim relating to the validity, interpretation and enforcement of this Agreement and hereby irrevocably waives, and agrees not to assert assert, as a defense in any suitaction, action suit or proceeding, proceeding in which any such claim is made that it is not personally subject to the jurisdiction of any such court or that such action, suit or proceeding may not be brought or is not maintainable in such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue thereof may not be appropriate or that this agreement may not be enforced in or by such court. Each Party hereby consents to and grants the Specified Courts jurisdiction over such Party and over the subject matter of any such suitclaim and agree that mailing of process or other papers in connection with any such action, action suit or proceeding is improper. Each party hereby irrevocably waives personal service in the manner provided in Section 7.3 of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that or in such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall other manner as may be deemed to limit in any way any right to serve process in any manner permitted by law, shall be valid and sufficient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of ProQR and Lilly hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This agreement and the construction, validity, enforcement rights and interpretation obligations of this Agreement the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule laws (whether other than Section 5-1401 of the State of New York General Obligations Law). (b) All legal actions between or any other jurisdiction) that would cause among the application parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of the laws a dispute, breach or default of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting this agreement, shall be brought in the City of federal or state courts located in New York County, New York, borough of Manhattanwhich courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the adjudication extent permitted by law, waive any objection that they may now or hereafter have to the venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein, and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 4, and that nothing herein shall affect the address for such notices right to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (c) The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork County, borough of Manhattan, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under at the end of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New YorkIowa, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Iowa or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkIowa. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkPolk County, borough of Manhattan, Iowa for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City County of New York, borough State of Manhattan, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Amendment and/or the Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment and/or the Agreement shall be commenced in the United States District Court for the Northern District of Maryland or any state court located in Baltimore, Maryland (the "Applicable Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Applicable Courts for the adjudication of any dispute hereunder this under this Amendment and/or the Agreement or in connection herewith with this Amendment and/or the Agreement or with any transaction contemplated hereby by this Amendment and/or the Agreement or discussed hereinin this Amendment and/or the Agreement, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that or such suit, action Applicable Courts are improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment and/or the Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, USA, without giving effect regard to any choice the conflicts of law or conflict of law provision or rule (whether of laws principals thereof. Any action brought by either party against the State other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or any other jurisdiction) that would cause in the application of the laws of any jurisdiction other than federal courts located in New York County, in the State of New York. Each party The parties to this Agreement hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or in connection herewith venue or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient based upon forum or that the venue of such suit, action or proceeding is impropernon conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This agreement and the construction, validity, enforcement rights and interpretation obligations of this Agreement the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule laws (whether other than Section 5-1401 of the State of New York General Obligations Law). (b) All legal actions between or any other jurisdiction) that would cause among the application parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of the laws a dispute, breach or default of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting this agreement, shall be brought in the City of federal or state courts located in New York County, New York, borough of Manhattanwhich courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the adjudication extent permitted by law, waive any objection that they may now or hereafter have to the venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein, and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 4, and that nothing herein shall affect the address for such notices right to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElaw or shall limit the right to xxx in any other jurisdiction. (c) The parties hereto hereby irrevocably waive, AND AGREES NOT TO REQUESTto the fullest extent permitted by Applicable Law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by either party hereto, (b) agrees that service of process will be validly effected by sending notice in connection herewith or accordance with any transaction contemplated hereby or discussed hereinSection 4.06, (c) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (d) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.01.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkIowa, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Iowa or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkIowa. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkPolk County, borough of Manhattan, Iowa for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal Federal courts sitting in the City Southern District of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by by, the internal laws of the State of New York, without giving effect to any choice of law or the conflict of law provision or rule (whether laws principles thereof. Each of the State Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York or any other jurisdiction) that would cause (the application “New York Courts”), and each of the laws of any jurisdiction other than the State of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state New York Courts for itself and federal courts sitting with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement and the Restructuring. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the City New York Courts, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any New York, borough York Court. Each of Manhattan, for the adjudication Parties further agrees that notice as provided in Section 20 shall constitute sufficient service of process and the Parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the Parties hereby irrevocably waives, and unconditionally waives and agrees not to assert that a proceeding in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding New York Court is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Notwithstanding the foregoing, during the pendency of the Chapter 11 Case, all proceedings contemplated by this Section 13(a) shall be brought in the Bankruptcy Court unless the Bankruptcy Court grants an order to lift the automatic stay or withdraw the reference for the purpose of bringing such proceeding. (b) Each party Party hereby irrevocably waives personal service of process and consents waives, to process being served the fullest extent permitted by applicable law, any right it may have to a trial by jury in any such suit, action legal proceeding directly or proceeding by mailing a copy thereof indirectly arising out of or relating to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in or the transactions contemplated hereby (whether based on contract, tort or any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYother theory).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement This Agreement will be construed and interpretation of this Agreement shall be enforced in accordance with and governed by the internal laws of the State of New York, Illinois without giving effect regard to any the choice of law or conflict of law provision principles or rule (whether of the State of New York or any other jurisdiction) rules that would may cause the application of the laws of any jurisdiction other than those of the State of New YorkIllinois. The parties irrevocably agree and consent that venue is exclusive in the Circuit Court for the County of Xxxx, State of Illinois or the Northern District for the United States District Court of Illinois, and will be the sole and proper forum for any litigation arising out of or in connection with this Agreement. The parties agree not to commence, maintain or remove any action or proceeding arising out of or relating to this Agreement in any other state or federal court sitting in the State of Illinois or any other state and each party waives any substantive, procedural, jurisdictional, convenient forum, venue or other rights to the contrary. Any and all service of process and any other notice in any such action, suit or proceeding will be effective against any party anywhere in the world if given pursuant to the applicable court rules of the appropriate court having jurisdiction hereunder. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby also irrevocably waives, and agrees not to assert in the fullest extent permitted by law: (i) any objection which either of them may have to the laying of venue of any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of proceeding brought in any such court, and any claim that such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of forum; and (ii) such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any party’s right to serve process in a jury trial for any manner permitted claims that may arise out of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE(S) FOLLOW] (To be completed by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES subscribing individual; NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.applicable to subscriptions by entities)

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement Warrant shall be governed by the internal laws of the State of New YorkIowa, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Iowa or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkIowa. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkPolk County, borough of Manhattan, Iowa for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Warrant or any transaction contemplated hereby.

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

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough Borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction In addition, each of the state parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the federal courts sitting of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York, in each case located in the Borough of Manhattan in the City of New York. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, borough generally and unconditionally, to the personal jurisdiction of Manhattan, for the adjudication aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Transactions contemplated by this Agreement in any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that such (A) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party of the parties hereby irrevocably waives personal agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process and consents to process being served in for any such suit, action suit or proceeding by mailing a copy thereof to such party at the address for such notices to it under in connection with this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. or the Transactions contemplated hereby. (b) EACH PARTY OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO A TRIAL BY JURY IN ANY ACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR IN CONNECTION HEREWITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdiction) that would cause permit the application of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting located in the City of New York, borough Borough of Manhattan, State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the adjudication transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any dispute hereunder such action, suit or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert proceeding in any suitsuch court or that any such action, action suit or proceedingproceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any claim that it is not personally subject to party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to on such party at the address for such notices to it under as provided in this Agreement and agrees that such service Section 3.9 shall constitute good and sufficient be deemed effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawon such party. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning The internal laws, and not the construction, validity, enforcement and interpretation laws of this Agreement shall be governed by conflicts (other than Section 5-1401 of the internal laws General Obligations Law of the State of New York), without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause shall govern the application enforceability and validity of this Warrant, the construction of its terms and the interpretation of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction rights and duties of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Company. Any suit, action or proceeding is seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant or the transactions contemplated hereby may be brought in an inconvenient forum any federal or that state court located in the venue County and State of New York, and the Company hereby consents to the jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service courts (and of process and consents to process being served the appropriate appellate courts therefrom) in any such suit, action or proceeding by mailing a copy thereof and irrevocably waives, to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEProcess in any such suit, AND AGREES NOT TO REQUESTaction or proceeding may be served on the company anywhere in the world, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYwhether within or without the jurisdiction of any such court. The Company hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Warrant or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall will be governed by and interpreted in accordance with the internal laws of the State of New York, York without giving effect regard to any choice the principles of law or conflict of law provision or rule laws that would yield a contrary result. (b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE. (c) In any action, AND AGREES NOT TO REQUESTsuit or proceeding in any jurisdiction brought by any party against any other party, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby waive all rights to trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably irrecovably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement enforcement, and interpretation of this Agreement shall be governed by the internal laws of the State state of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State state of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State state of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City city of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action action, or proceeding is brought in an inconvenient forum or that the venue of such suit, action action, or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action action, or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction3.1. This Agreement and all claims or causes of action based upon, validityarising out of, enforcement and interpretation of or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws law of any jurisdiction other than the State of New York. 3.2. Each party Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the U.S. District Court for the Southern District of New York (or, to the extent such court does not have subject matter jurisdiction, any state court located in The City and County of New York ), and each of the parties irrevocably (a) submits to the exclusive jurisdiction of each such court in any such proceeding or action, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the state proceeding or action shall be heard and federal courts sitting determined only in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, such court and hereby irrevocably waives, and (d) agrees not to assert bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by law or to commence an action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. ​ 3.3. The parties each hereby waive, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action or cause of action arising under this Agreement or the transactions contemplated hereby, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEThe parties each hereby agrees and consents that any such claim, AND AGREES NOT TO REQUESTdemand, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.action or cause of action shall be decided by court trial without a jury and that the parties may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily and (d) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section. ​

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, (a) The validity, interpretation and enforcement and interpretation of this Agreement shall will be governed by the internal laws Laws of the State of New York, without giving effect regard to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdiction) Laws provisions thereof that would cause the application Laws of the laws another state to apply. (b) By execution and delivery of any jurisdiction other than the State of New York. Each party hereby this Agreement each Party irrevocably (i) submits and consents to the exclusive personal jurisdiction of the state and federal courts of the State and County of New York for itself and in respect of its property in the event that any dispute arises out of this Agreement or any of the Transactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any other court. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State and County of New York, or that any such dispute brought in any such court has been brought in an inconvenient or improper forum. The Parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against them to the extent permitted by law, without necessity for service by any other means provided by statute or rule of court. Notwithstanding anything to the contrary contained herein, each Party hereby submits itself to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the City of New York, borough of Manhattan, York and the United States District Court for the adjudication Southern District of New York and any dispute hereunder or in connection herewith or appellate courts thereof with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not respect to assert in any suit, action or proceedingproceeding against any Debt Financing Source in connection with this Agreement, any claim the XxxXx Financing, the Commitment Letters and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and hereby agrees that it is will not personally subject to the jurisdiction of any such court, that such suit, action bring or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in support any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. other forum. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ARISING OUT THE TRANSACTIONS OR THE TRANSACTIONS CONTEMPLATED BY SUCH AGREEMENTS (INCLUDING AGAINST ANY DEBT FINANCING SOURCE). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.04(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict 12 CHI02_60483238_1_208239_00102 of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHIS AGREEMENT AND ANY CLAIM, validityCONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, enforcement and interpretation of TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CHOICE OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. With respect to any suit, action, or other proceeding relating to this Agreement shall be governed by (each, a “Proceeding”), each party irrevocably (a) submits to the internal laws non-exclusive jurisdiction of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether courts of the State of New York or and the United States District Court located in the Borough of Manhattan in New York City, and (b) waives any other jurisdiction) that would cause objection which it may have at any time to the application laying of the laws venue of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting Proceedings brought in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, waives any claim that such suit, action or proceeding is Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have jurisdiction over such party. Nothing in this Agreement precludes a party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or that more jurisdictions preclude the venue bringing of such suit, action or proceeding is improperProceedings in any other jurisdiction. Each party hereby irrevocably waives personal service of process any and consents all right to process being served trial by jury in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYProceedings.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York (without giving effect to any its choice of law principles). Subject to Sections 1.5(c) and 7.4(c), for purposes of any Action arising out of or conflict of law provision in connection with this Agreement, the Ancillary Documents or rule (whether any transaction contemplated hereby or thereby, each of the State of New York or any other jurisdictionparties hereto (a) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the any state and or federal courts sitting in the City court located within New York County, State of New YorkYork (or any court in which appeal from such courts may be taken), borough of Manhattan, for the adjudication (b) agrees that service of any dispute hereunder process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in connection herewith or Section 8.2 shall be effective service of process for any Action with respect to any transaction contemplated hereby or discussed hereinmatters to which it has submitted to jurisdiction in this Section 8.10, and hereby irrevocably waives, (c) waives and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such court, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of the Action is improper or that this Agreement or the Ancillary Document, as applicable, or the subject matter hereof or thereof may not be enforced in or by such suitcourt, action and hereby agrees not to challenge such jurisdiction or proceeding is improper. Each party hereby irrevocably waives personal service venue by reason of process and consents to process being served any offsets or counterclaims in any such suitAction. The parties hereto hereby knowingly, action voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or proceeding by mailing a copy thereof to such party at the address for such notices to it under arising out of, under, or in connection with this Agreement and agrees that any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYagreements.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall will be governed by and interpreted in accordance with the internal laws of the State of New York, York without giving effect regard to any choice the principles of law or conflict of law provision or rule laws that would yield a contrary result. (b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or discussed herein-43- thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE(c) In any action, AND AGREES NOT TO REQUESTsuit or proceeding in any jurisdiction brought by any party against any other party under this Agreement, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby waive all rights to trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, Delaware without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of the Commonwealth of Massachusetts located in Middlesex County, Massachusetts and federal courts sitting in the City of New York, borough of Manhattan, United States District Court for the adjudication District of Massachusetts for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws WITHOUT REGARD TO THE LAWS THAT MIGHT BE APPLICABLE UNDER CONFLICTS OF LAWS PRINCIPLES. (b) Each of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court, or Federal court of the state and federal courts United States of America, sitting in the City of New York, borough New York, and any appellate court from any thereof, in any action or proceeding arising out of Manhattan, for or relating to this Agreement or the adjudication of any dispute hereunder or agreements delivered in connection herewith or with any transaction the transactions contemplated hereby or discussed hereinthereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceedingproceeding except in such courts, (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in such New York state court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such New York state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin any such New York state or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 12.2. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement This Agreement and interpretation any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law thereof. Each Party agrees that all legal proceedings, claims, suits, actions, demands, disputes or conflict controversies (any of law provision or rule the foregoing, a “Proceeding”) concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingProceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, Proceeding is improper or it is an inconvenient venue for such Proceeding. Each Party agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding is brought in an inconvenient forum relating to the transactions contemplated by this Agreement, on behalf of itself or that the venue himself, or its or his property, by personal delivery of copies of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the applicable address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofset forth in Section 6.6. Nothing contained herein in this Section 6.3 shall be deemed to limit in affect the right of any way any right Party to serve legal process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO AFFILIATE, AGENT OR REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.3.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, -------------------------------------------------------- including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validityand all amendments and supplements hereof and all waivers and consents hereunder, enforcement and interpretation of this Agreement shall be construed in accordance with and governed by the internal domestic substantive laws of the State of New York, York without giving effect to any choice of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the domestic substantive laws of any jurisdiction other than jurisdiction. Each of the parties hereto, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York. Each party hereby irrevocably submits York and consents to the exclusive jurisdiction of the state courts of the State of New York and federal courts sitting in the City United States District Court for the Southern District of New York, borough as well as to the jurisdiction of Manhattanall courts to which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, other proceeding arising out of any claim that it is not personally subject of its obligations hereunder or with respect to the jurisdiction of transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any such court, courts. Each of the parties hereto further agrees that such suit, a summons and complaint commencing an action or proceeding is brought in an inconvenient forum or that the venue any of such suit, action courts shall be properly served and shall confer personal jurisdiction if served personally or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices certified mail to it at its address referred to in section 3 or as otherwise provided under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.Exhibit 4.3(c) --------------

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Purchase Agreement shall be governed by the internal laws of the State of New YorkCalifornia, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York California or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkCalifornia. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkLos Angeles County, borough of Manhattan, California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS PURCHASE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall will be governed by and interpreted in accordance with the internal laws of the State of New York, York without giving effect regard to any choice the principles of law or conflict of law provision or rule laws that would yield a contrary result. (b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or discussed hereinthereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE. (c) In any action, AND AGREES NOT TO REQUESTsuit or proceeding in any jurisdiction brought by any party against any other party under this Agreement, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby waive all rights to trial by jury. (d) If any action, suit or proceeding is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall, to the extent permitted by New York law, be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by by, the internal laws of the State of New York, without giving effect to any choice of law or the conflict of law provision or rule laws principles thereof. (whether b) Each of the State Parties irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any Party shall be brought and determined in the federal or state courts in the Borough of Manhattan in the City of New York or any other jurisdiction) that would cause the application (“NY Courts”), and each of the laws of any jurisdiction other than the State of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement. Each of the Parties agrees not to commence any proceeding relating to this Agreement except in the City NY Courts, other than proceedings in any court of New Yorkcompetent jurisdiction to enforce any judgment, borough decree, or award rendered by any NY Court. Each of Manhattan, for the adjudication Parties further agrees that notice as provided in Section 15 shall constitute sufficient service of process and the Parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suitproceeding arising out of or relating to this Agreement, action or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the NY Courts for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise) and (iii) that (A) the proceeding in any such suit, action or proceeding court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal service Notwithstanding the foregoing, during the pendency of process and consents to process being served in any such suitthe Chapter 11 Cases, action or proceeding all proceedings contemplated by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein Section 9 shall be deemed brought in the Bankruptcy Court. (c) Notwithstanding anything to limit the contrary in any way any right this Agreement, including Section 9(b), during the pendency of the Chapter 11 Cases, all legal actions, suits, or proceedings relating to serve process this Agreement, including its exhibits, shall be brought in any manner permitted by law. the Bankruptcy Court. (d) EACH PARTY HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER LEGAL PROCEEDING DIRECTLY OR IN CONNECTION HEREWITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by ------------------------------------------------- deemed to be a contract made under the internal laws of the State Sate of New York, without giving effect to any choice and for all purposes shall be, governed by, and considered in accordance with, the law of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York (without giving effect to any its choice of law principles). Subject to Sections 1.5(b), 1.2 and 6.4(c), for purposes of any Action arising out of or conflict of law provision in connection with this Agreement, the Ancillary Documents or rule (whether any transaction contemplated hereby or thereby, each of the State of New York or any other jurisdictionparties hereto (a) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the any state and or federal courts sitting in the City court located within New York County, State of New York, borough of Manhattan, for the adjudication (b) agrees that service of any dispute hereunder process, summons, notice or document by U.S. registered mail to such party's respective address set forth in connection herewith or Section 7.2 shall be effective service of process for any Action with respect to any transaction contemplated hereby or discussed hereinmatters to which it has submitted to jurisdiction in this Section 7.10, and hereby irrevocably waives, (c) waives and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such court, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of the Action is improper or that this Agreement or the Ancillary Document, as applicable, or the subject matter hereof or thereof may not be enforced in or by such suitcourt, action and hereby agrees not to challenge such jurisdiction or proceeding is improper. Each party hereby irrevocably waives personal service venue by reason of process and consents to process being served any offsets or counterclaims in any such suitAction. The parties hereto hereby knowingly, action voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or proceeding by mailing a copy thereof to such party at the address for such notices to it under arising out of, under, or in connection with this Agreement and agrees that any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYagreements.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the principles of conflicts of law. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York or Federal Courts of the United States of America, in each case, located in the State of New York for any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Proceeding brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY OF THE PARTIES IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction3.1. This Agreement and all claims or causes of action based upon, validityarising out of, enforcement and interpretation of or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws law of any jurisdiction other than the State of New York. 3.2. Each party Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the U.S. District Court for the Southern District of New York (or, to the extent such court does not have subject matter jurisdiction, any state court located in The City and County of New York ), and each of the parties irrevocably (a) submits to the exclusive jurisdiction of each such court in any such proceeding or action, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the state proceeding or action shall be heard and federal courts sitting determined only in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, such court and hereby irrevocably waives, and (d) agrees not to assert bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by law or to commence an action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. 3.3. The parties each hereby waive, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action or cause of action arising under this Agreement or the transactions contemplated hereby, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEThe parties each hereby agrees and consents that any such claim, AND AGREES NOT TO REQUESTdemand, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYaction or cause of action shall be decided by court trial without a jury and that the parties may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily and (d) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement The construction and interpretation performance of this Agreement shall be governed by the internal laws of the State of New York, York without giving effect regard to any choice its principles of law or conflict of law provision law. All actions and proceedings arising out of or rule (whether of the State of relating to this Agreement shall be heard and determined in a New York state or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts court sitting in the City of New York, borough and the parties hereto irrevocably submit to the exclusive jurisdiction of Manhattan, for such courts in any such action or proceeding and irrevocably waive the adjudication defense of an inconvenient forum to the maintenance of any dispute hereunder such action or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and proceeding. Each party agrees not to assert in bring any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum arising out of or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served this Agreement in any such suitother court. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING IN ANY WAY TO THIS AGREEMENT, action or proceeding INCLUDING WITH RESPECT TO ANY COUNTERCLAIM MADE IN SUCH ACTION OR PROCEEDING, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED SOLELY BY A JUDGE. The parties hereto hereby acknowledge that they have each been represented by mailing a copy thereof to such party at counsel in the address for such notices to it under negotiation, execution and delivery of this Agreement and agrees that such service shall constitute good and sufficient service their lawyers have fully explained the meaning of process and notice thereof. Nothing contained herein shall be deemed to limit the Agreement, including in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYparticular the jury-trial waiver.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder action arising out of or in connection herewith or with any transaction contemplated hereby or discussed hereinrelating to this Agreement brought by either party hereto, (b) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum or forum, that the venue of such suit, the action or proceeding is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (c) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be construed in accordance with and governed by the internal laws of the State Commonwealth of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkMassachusetts. Each party hereby irrevocably submits Pledgor, to the exclusive extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the Commonwealth of Massachusetts and consents to the jurisdiction of the state courts of the Commonwealth of Massachusetts and federal the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts sitting in the City of New York, borough of Manhattanto which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, other proceeding arising out of any claim that it is not personally subject of its obligations hereunder or with respect to the jurisdiction of transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any such court, courts. Each Pledgor further agrees that such suit, a summons and complaint commencing an action or proceeding is brought in an inconvenient forum or that the venue any of such suit, courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 20 hereof or as otherwise provided under the laws of the Commonwealth of Massachusetts. Nothing in this Agreement shall affect any right the Lender may otherwise have to bring an action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service against any Pledgor or its properties in the courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawjurisdiction. EACH PARTY HEREBY PLEDGOR IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVESUIT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PLEDGOR IN RESPECT OF ANY DISPUTE ITS OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall will be governed by and interpreted in accordance with the internal laws of the State of New York, York without giving effect regard to any choice the principles of law or conflict of law provision or rule laws that would yield a contrary result. (b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE(c) In any action, AND AGREES NOT TO REQUESTsuit or proceeding in any jurisdiction brought by any party against any other party, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby waive all rights to trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect regard to any choice internal conflicts of law or conflict of law provision or rule (whether of the State of New York or principles that may apply to this Agreement in any other jurisdiction) that would cause the application . Each of the laws of any jurisdiction other than the State of New York. Each party parties hereto hereby irrevocably and unconditionally submits to the exclusive nonexclusive jurisdiction and venue of the state Bankruptcy Court, and federal courts sitting in the event that the Bankruptcy Court does not have or declines to exercise jurisdiction or there is a reason to believe that it would not have or would decline to exercise jurisdiction, to the nonexclusive jurisdiction and venue of any New York State court or Federal court of the United States of America located in New York City of New York, borough in the Borough of Manhattan, for but solely in any action or proceedings arising out of or relating to this Agreement or the adjudication Transactions. Each of the parties hereto agrees that a final judgment in any dispute hereunder such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby other manner provided by law. (b) Each party hereto irrevocably waives, and agrees not to assert the fullest extent permitted by applicable law, (i) any right to trial by jury in any suitaction, action proceeding or proceedingcounterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Transactions and (ii) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such courtaction, that such suit, action proceeding or proceeding is brought counterclaim in an inconvenient forum the Bankruptcy Court or that the venue state or federal courts located in New York City in the Borough of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYManhattan.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall (a) This agreement is to be governed by and construed in accordance with the internal laws of the State of New YorkYork applicable to contracts made and to be performed in the chosen state, without giving effect to any choice of law or its conflict of law provision or rule laws principles. (whether b) Each of the State Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or the Restructuring Transactions brought by any party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan in the City of New York or any other jurisdiction(“NY Courts”) that would cause the application and each of the laws of any jurisdiction other than the State of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the City NY Courts other than proceedings in any court of New Yorkcompetent jurisdiction to enforce any judgment, borough decree or award rendered by any NY Courts. Each of Manhattan, for the adjudication Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suitproceeding arising out of or relating to this Agreement or the Restructuring Transactions, action or proceeding, any claim (i) that it is not personally subject to the jurisdiction of the NY Courts for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the proceeding in any such suit, action or proceeding court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby Notwithstanding the foregoing, during the pendency of the Chapter 11 Cases, all proceedings contemplated by this Section 11(b) shall be brought in the Bankruptcy Court and each Party irrevocably waives personal service of process and unconditionally consents to process being served in any the jurisdiction and venue of the Bankruptcy Court to hear and determine such suit, action or proceeding by mailing a copy thereof to such party at matters during the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service pendency of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. the Chapter 11 Cases. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdiction) that would cause permit the application of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting located in the City of New York, borough Borough of Manhattan, State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the adjudication transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any dispute hereunder such action, suit or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert proceeding in any suitsuch court or that any such action, action suit or proceedingproceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any claim that it is not personally subject to party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to on such party at the address for such notices to it under as provided in this Agreement and agrees that such service Section 6.10 shall constitute good and sufficient be deemed effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawon such party. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New YorkPennsylvania, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Pennsylvania or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkPennsylvania. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Pennsylvania for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. 5.10.1 All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law thereof; provided, that all matters relating to the duties of the members of the Company Board (or conflict of law provision or rule (whether any committee thereof) shall be governed by the laws of the State of New York or any other jurisdiction) Maryland. Each party agrees that would cause all legal proceedings concerning the application interpretations, enforcement and defense of the laws of any jurisdiction other than transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 5.10.2 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY SUIT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER ACTION OR IN CONNECTION HEREWITH OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by deemed to be a contract made under the internal laws of the State of New YorkMassachusetts, without giving effect to any choice of and for all purposes shall be, governed by, and considered in accordance with, the law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkMassachusetts. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Massachusetts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Agreement will be governed in all respects, including validity, enforcement interpretation, and interpretation of this Agreement shall be governed effect by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application regardless of the laws that might otherwise govern under applicable principles of any jurisdiction other than the State conflicts of New Yorklaws thereof. Each party hereby of the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or in connection with this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 8.2 shall be effective service of process for any claim that action, suit or proceeding with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in (i) the United States District Court for the Southern District of New York or (ii) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal service of process and consents all right to process being served trial by jury in any such suitaction, action proceeding or proceeding by mailing a copy thereof counterclaim (whether based on contract, tort or otherwise) arising out of or relating to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by either party hereto, (ii) agrees that service of process will be validly effected by sending notice in connection herewith or accordance with any transaction contemplated hereby or discussed hereinSection 8(c), (iii) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (iv) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(f).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This agreement and the construction, validity, enforcement rights and interpretation obligations of this Agreement the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule laws (whether other than Section 5-1401 of the State of New York General Obligations Law). (b) All legal actions between or any other jurisdiction) that would cause among the application parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of the laws a dispute, breach or default of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting this agreement, shall be brought in the City of federal or state courts located in New York County, New York, borough of Manhattanwhich courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the adjudication extent permitted by law, waives any objection that it may now or hereafter have to the venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein, and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 18.9, and that nothing herein shall affect the address for such notices right to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction. (c) The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement (and all claims or causes of action (whether in contract, tort or statute) that arises out of or related to the construction, validity, enforcement and interpretation of this Agreement Agreement) shall be governed by and construed in accordance with the internal laws of the State of New York, including its statute of limitations, without giving effect regard to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdiction) laws principles thereof that would cause require the application of the laws of any jurisdiction other than jurisdiction. Any action brought under or arising out of this Agreement shall be brought in the (a) federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (b) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”). Each party Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting such Specified Courts in the City of New York, borough of Manhattan, for the adjudication respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinclaim relating to the validity, interpretation and enforcement of this Agreement and hereby irrevocably waives, and agrees not to assert assert, as a defense in any suitaction, action suit or proceeding, proceeding in which any such claim is made that it is not personally subject to the jurisdiction of any such court or that such action, suit or proceeding may not be brought or is not maintainable in such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue thereof may not be appropriate or that this agreement may not be enforced in or by such court. Each Party hereby consents to and grants the Specified Courts jurisdiction over such Party and over the subject matter of any such suitclaim and agree that mailing of process or other papers in connection with any such action, action suit or proceeding is improper. Each party hereby irrevocably waives personal service in the manner provided in Section 7.3 of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that or in such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall other manner as may be deemed to limit in any way any right to serve process in any manner permitted by law, shall be valid and sufficient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of ProQR and Lilly hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Agreement will be governed in all respects, including validity, enforcement interpretation, and interpretation of this Agreement shall be governed effect by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application regardless of the laws that might otherwise govern under applicable principles of any jurisdiction other than the State conflicts of New Yorklaws thereof. Each party hereby of the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or in connection with this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 7.4 shall be effective service of process for any claim that action, suit or proceeding with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in (i) the United States District Court for the Southern District of New York or (ii) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal service of process and consents all right to process being served trial by jury in any such suitaction, action proceeding or proceeding by mailing a copy thereof counterclaim (whether based on contract, tort or otherwise) arising out of or relating to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice conflicts of law or conflict principles thereof. For purposes of law provision or rule (whether this Note, Maker hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York, sitting in New York or any other jurisdiction) that would cause County, and the application courts of the laws of any jurisdiction other than United States for the State Southern District of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby Maker irrevocably waives, and agrees not to assert in any suit, action or proceedingthe fullest extent permitted by law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing brought in any such court, any claim that any such suit, action or proceeding brought in such a copy thereof court has been brought in an inconvenient forum and the right to object, with respect to any such party at suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, Maker waives, to the address for such notices to fullest extent it under this Agreement may effectively do so, personal service of any summons, complaint or other process and agrees that such the service shall constitute good and sufficient service of process and notice thereofthereof may be made by certified or registered mail. Nothing contained herein shall be deemed to limit Maker agrees that a final judgment in any way any right to serve process such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEMaker hereby waives all right to trial by jury in any action, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYsuit or proceeding brought to enforce or defend any rights or remedies under this Note.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This agreement and the construction, validity, enforcement rights and interpretation obligations of this Agreement the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule laws (whether other than Section 5-1401 of the State of New York General Obligations Law). (b) All legal actions between or any other jurisdiction) that would cause among the application parties regarding this agreement, including, without limitation, legal actions to enforce this agreement or because of the laws a dispute, breach or default of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting this agreement, shall be brought in the City of federal or state courts located in New York County, New York, borough of Manhattanwhich courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the adjudication extent permitted by law, waives any objection that it may now or hereafter have to the venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein, and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 4, and that nothing herein shall affect the address for such notices right to it under this Agreement and agrees that such service shall constitute good and sufficient effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction. (c) The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, (a) The validity, interpretation and enforcement and interpretation of this Agreement shall will be governed by the internal laws Laws of the State of New YorkDelaware, without giving effect regard to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdiction) Laws provisions thereof that would cause the application Laws of another state to apply. Notwithstanding anything herein to the contrary, and without limiting anything set forth in Section 10.17, each of the laws parties hereto agrees that it will not bring or support any suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including any jurisdiction related financing), including any dispute arising out of or relating in any way to the Galleria Financing or Acquiror Financing or the performance thereof, in any forum other than any New York State court or federal court sitting in the State County of New YorkYork and the Borough Manhattan (and appellate courts thereof). Each party hereby The parties hereto further agree that all of the provisions of this Section 10.04 relating to waiver of jury trial shall apply to any suit, action or other proceeding referenced in the preceding sentence. (b) By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the exclusive personal jurisdiction of the state and federal courts sitting of the State of Delaware for itself and in respect of its property in the City of New York, borough of Manhattan, for the adjudication of event that any dispute hereunder arises out of this Agreement or in connection herewith any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or with defeat such personal jurisdiction by motion or other request for leave from any transaction such court and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby or discussed hereinin any other court. Subject to compliance with the provisions of Section 10.15, if applicable, each of the Parties irrevocably and hereby irrevocably waives, unconditionally waives (and agrees not to assert plead or claim) any objection to the laying of venue of any dispute arising out of this Agreement or any of the transactions contemplated hereby in the state and federal courts of the State of Delaware, or that any such dispute brought in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is court has been brought in an inconvenient forum or improper forum. The Parties further agree that the venue mailing by certified or registered mail, return receipt requested, of any process required by any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal court will constitute valid and lawful service of process and consents to process being served in against them, without necessity for service by any such suit, action other means provided by statute or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service rule of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ARISING OUT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING AGAINST ANY DEBT FINANCING SOURCE). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.04(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation The terms of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of construed and enforced in accordance with the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction in the United States District Court for the Southern District of New York, and if such court will not or cannot hear the case for any reason, the exclusive jurisdiction of any court of the state and federal courts State of New York sitting in the City of New York, borough of Manhattan, for the adjudication Manhattan in respect of any dispute hereunder action, suit or proceeding arising in connection herewith or with any transaction this Agreement and the Ancillary Documents and the transactions contemplated hereby or discussed herein, and hereby irrevocably waivesthereby, and agrees not that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to assert venue therein). Any and all process may be served in any suitaction, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action suit or proceeding is brought arising in an inconvenient forum or that connection with this Agreement by complying with the venue provisions of such suit, action or proceeding is improperSection 8.3. Each party hereby irrevocably waives personal Such service of process and consents to process shall have the same effect as if the party being served were a resident in any the State of New York and had been lawfully served with such suit, action or proceeding process in such jurisdiction. The parties hereby waive all Claims of error by mailing a copy thereof to reason of such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofservice. Nothing contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any other manner permitted by law. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT EITHER MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All The domestic law, without regard to conflicts of laws principles, of the State of New York will govern all questions concerning the construction, validity, enforcement validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts, and further agree that service of any process, summons, notice or document by U.S. registered mail to its address set forth on the signature page hereof shall be governed by effective service of process for any action, suit or proceeding brought against such party in any such court). The parties hereby irrevocably and unconditionally waive any objection to the internal laws laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby further irrevocably waives, and agrees unconditionally waive and agree not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Warrant and all rights, validity, enforcement obligations and interpretation of this Agreement liabilities hereunder shall be governed by the internal laws of the State of New York, York without without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement Company in accordance with Section 12 above and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by the internal laws of the State of New York, York without giving effect regard to any choice the principles thereof regarding conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaw. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork City, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof by registered or certified mail, return receipt requested, or by deposit with a nationally recognized overnight delivery service, to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY OF THE PARTIES KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER ACTION OR IN CONNECTION HEREWITH PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, OBLIGATION, DEFENSE OR REMEDY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts 12 CHI02_60483238_1_208239_00102 sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, Delaware (without giving effect to any its choice of law principles). Except as expressly set forth in this Agreement, including Section 10.9 hereof, for purposes of any Action arising out of or conflict of law provision in connection with this Agreement or rule (whether any transaction contemplated hereby, each of the State of New York or any other jurisdictionparties hereto (a) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the any state and or federal courts sitting court located within New York County in the City State of New YorkYork (or in any appellate courts thereof), borough of Manhattan, for the adjudication (b) agrees that service of any dispute hereunder process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in connection herewith or Section 10.2 shall be effective service of process for any Action with respect to any transaction contemplated hereby or discussed hereinmatters to which it has submitted to jurisdiction in this Section 10.10, and hereby irrevocably waives, (c) waives and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such court, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of the Action is improper or that this Agreement or the subject matter hereof may not be enforced in or by such suitcourt, action and hereby agrees not to challenge such jurisdiction or proceeding is impropervenue by reason of any offsets or counterclaims in any such Action. Each party hereby irrevocably waives personal service of process and consents to process being served hereto agrees that a final judgement in any such suitAction shall be conclusive and may be enforced in each other jurisdiction by suit on the judgment or in any other manner provided by law or in equity. Each party hereto hereby knowingly, action or proceeding by mailing a copy thereof to voluntarily and intentionally waives any right such party at the address for such notices may have to it under a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and agrees any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements, in each case, whether now existing or hereafter arising and whether in tort, contract or otherwise. Each party hereto acknowledges that such service shall constitute good it has been informed by the other parties hereto that this Section 10.10 constitutes a material inducement upon which they are relying and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit will rely in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYentering into this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction5.1. This Agreement and all claims or causes of action based upon, validityarising out of, enforcement and interpretation of or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws law of any jurisdiction other than the State of New York. 5.2. Each party Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the U.S. District Court for the Southern District of New York (or, to the extent such court does not have subject matter jurisdiction, any state court located in The City and County of New York ), and each of the parties irrevocably (a) submits to the exclusive jurisdiction of each such court in any such proceeding or action, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the state proceeding or action shall be heard and federal courts sitting determined only in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, such court and hereby irrevocably waives, and (d) agrees not to assert bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by law or to commence an action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. 5.3. The parties each hereby waive, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action or cause of action arising under this Agreement or the transactions contemplated hereby, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEThe parties each hereby agrees and consents that any such claim, AND AGREES NOT TO REQUESTdemand, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYaction or cause of action shall be decided by court trial without a jury and that the parties may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily and (d) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, York without giving effect to the provisions thereof relating to conflicts of law. The parties hereto agree that any choice suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of law or conflict of law provision in connection with, this Agreement or rule (whether of the State transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the York state and federal courts sitting court situated in the City of New York, borough Borough of Manhattan, for and each of the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and parties hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that courts (and of the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party at anywhere in the address for world, whether within or without the jurisdiction of any such notices to it under this Agreement and court. Without limiting the foregoing, each party agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein on such party as provided in Section 6.01 shall be deemed to limit in any way any right to serve effective service of process in any manner permitted by law. on such party. (b) EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New York, without giving effect regard to any choice of law or the conflict of law provision laws rules thereof. (b) All Actions arising out of or rule (whether relating to this Agreement shall be heard and determined exclusively in any federal court sitting in the Borough of the State Manhattan of The City of New York or York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any other jurisdiction) that would cause state court sitting in the application Borough of the laws Manhattan of any jurisdiction other than the State The City of New York. Each party Consistent with the preceding sentence, the parties hereto hereby (i) irrevocably submits submit to the exclusive jurisdiction of the any federal or New York state and federal courts court sitting in the Borough of Manhattan of The City of New York, borough of Manhattan, York for the adjudication purpose of any dispute hereunder Action arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed hereinparty hereto, (ii) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts, and (iii) irrevocably waives personal service consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such Action and agree that mailing of process and consents to process being served or other papers in connection with any such suit, action Action in the manner provided in Section 10.1 or proceeding in such other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service applicable Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. . (c) EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.5(c). (d) Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any Action, including but not limited to any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to any agreement entered into by the Debt Financing Sources in connection with the Debt Financing Commitments or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The parties hereto further agree that all of the provisions of Section 10.5(c) relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party claim referenced in this paragraph.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by the internal laws of the State of New York, York without giving effect regard to any choice the principles thereof regarding conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaw. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork City, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof by registered or certified mail, return receipt requested, or by deposit with a nationally recognized overnight delivery service, to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY OF THE PARTIES KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER ACTION OR IN CONNECTION HEREWITH PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, OBLIGATION, DEFENSE OR REMEDY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHE NOTES.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each 60365220 party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.