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

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and construed and enforced in accordance with with, and the Laws rights of the Parties shall be governed by, the laws of the State of DelawareNew York, without regard giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and Party agrees that it is and shall continue bring any action or proceeding in respect of any claim arising out of or related to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting this Agreement in the State of DelawareBankruptcy Court and, and (b) subject to service of process solely in the State of Delaware. Each party hereto hereby irrevocably and unconditionally connection with claims arising under this Agreement: (i) consents and irrevocably submits to the exclusive personal jurisdiction and venue the authority of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)Bankruptcy Court, (ii) waives any objection to the laying of venue of in any such litigation action or proceeding in the Delaware Courts Bankruptcy Court, and agrees not to plead or claim in (iii) waives any Delaware objection that the Bankruptcy Court that such litigation brought therein has been brought in any is an inconvenient forum, (c) acknowledges and agrees that does not have jurisdiction over any controversy that may arise under this Agreement is likely party, or lacks the constitutional authority to involve complicated and difficult issuesenter final orders in connection with such action or proceeding. Each Party hereby waives, and therefore each such party hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any right such party it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, or relating to to, this Agreement or the transactions contemplated by this Agreementhereby (whether based on contract, tort or any other 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 (dii) agrees acknowledges that it and the other Parties have been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 10(b). It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that each Party shall affect be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach by the right of any party other to serve legal process in any other manner the extent permitted by Lawlaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the conflicts of law. Each law rules of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and such state (b) subject The Parties agree that any litigation, suit, proceeding, or action seeking to service enforce any provision of, or based on any matter arising out of process 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) shall be brought in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Chancery Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any mattersuch court shall not have jurisdiction, any federal or state court located in the State of Delaware) (Delaware or other Delaware state court, and each of the “Delaware Courts”) for any actions, suits or proceedings arising out Parties hereby irrevocably consents to the jurisdiction of or relating to this Agreement or the transactions contemplated by this Agreement such courts (and agrees not of the appropriate appellate courts therefrom) in any such litigation, suit, proceeding, or action and irrevocably waives, to commence any litigation relating thereto except in such courts)the fullest extent permitted by law, (ii) waives any objection that it may now or hereafter have to the laying of the venue of any such litigation in the Delaware Courts and agrees not to plead litigation, suit, proceeding, or claim action in any Delaware Court such court or that any such litigation litigation, suit, proceeding, or action brought therein in any such court has been brought in any an inconvenient forum. Process in any such litigation, suit, proceeding, or action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such party as provided in Section 5.3 shall be deemed effective service of process on such Party. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the conflicts of law. law rules of such state. (b) Each of the parties hereto (i) agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement involves at least $100,000 and that this Agreement has been entered into or the transactions contemplated hereby shall be brought in express reliance upon 6 Del. C. § 2708. Each the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of the parties hereto Delaware or other Delaware state court, (ii) irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by 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, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, as described above, and (biv) subject to agrees that service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each on such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury as provided in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to Section 5.10 shall be deemed effective service of process upon on such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawparty.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the maximum extent permitted by applicable Lawtransactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, the provisions whether for breach of this Agreement contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and enforced interpreted in accordance with the Laws of the State of Delaware, without regard to Delaware irrespective of the choice of laws principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. (b) All disputes that are not subject to service of process mandatory arbitration pursuant to Section 7.3 (including an action to enforce Article VII) shall be commenced exclusively in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (and any state appellate court therefrom within the State of Delaware or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware) Delaware (the “Delaware Chosen Courts”), and, each of Parent and SpinCo (i) for any actions, suits or proceedings arising out irrevocably submit to the exclusive jurisdiction of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)Chosen Courts, (ii) waives waive any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if in the Chosen Courts and (iii) waive any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party, in each case in respect of such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawclaims. (c) THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with with, and the Laws rights of the Parties shall be governed by, the laws of the State of Delaware, without regard giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to United States Bankruptcy Court for the jurisdiction of the courts of the State District of Delaware and of (the federal courts sitting in the State of Delaware“Chosen Court”), and (b) subject to service of process solely in the State of Delaware. Each party hereto hereby irrevocably and unconditionally connection with claims arising under this Agreement: (i) consents and irrevocably submits to the exclusive personal jurisdiction and venue the authority of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), Chosen Court; (ii) waives any objection to the laying of venue of in any such litigation action or proceeding in the Delaware Courts Chosen Court; and agrees not to plead or claim in (iii) waives any Delaware objection that the Chosen Court that such litigation brought therein has been brought in any is an inconvenient forum, does not have jurisdiction over any Party hereto, or lacks the constitutional authority to enter final orders in connection with such action or proceeding. (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely Each Party hereby waives, to involve complicated and difficult issuesthe fullest extent permitted by applicable law, and therefore each such party hereby irrevocably and unconditionally waives any right such party it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, or relating to to, this Agreement or the transactions contemplated by this Agreementhereby (whether based on contract, tort, or any other 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 (dii) agrees acknowledges that it and the other Parties have been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law14.4.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State state of Delaware, without regard to principles of conflicts of law. Each of the The parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject consent to the exclusive jurisdiction of the courts of the State state of Delaware and of the federal courts sitting in the State state of Delaware, Delaware in connection with any action relating to this Agreement and each party agrees (ba) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (b) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (a) or (b) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. To the extent not prohibited by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in the above-named courts, any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts. Each party of the parties hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly legal action or indirectly arising or relating proceeding in relation to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in for any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawcounterclaim herein.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard giving effect to principles any choice or conflict of conflicts laws provision or rule that would cause the application of lawthe laws of any other jurisdiction. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000 100,000.00, and (b) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the . (b) The parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject consent to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State state of Delaware, Delaware in connection with any action relating to this Agreement and each party agrees (bi) to the extent such party is not otherwise subject to service of process in the State of Delaware. Each , to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party hereto hereby irrevocably by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and unconditionally that service made pursuant to (i) consents and submits or (ii) above shall, to the exclusive personal jurisdiction fullest extent permitted by applicable law, have the same legal force and venue effect as if served upon such party personally within the State of Delaware. Any action against any party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matteraction, any federal or state court located in to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the action is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (), and any appellate courts of any thereof. To the “Delaware Courts”) for extent not prohibited by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any actionssuch proceeding brought in the above-named courts, suits any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s property is exempt or proceedings arising out immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or relating to that this Agreement or the transactions contemplated subject matter thereof, may not be enforced in or by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, . (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, and DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (dIN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.7(C) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of DelawareCONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.7(C) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of DelawareNew York, applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles thereof. Any disputes or claims arising out of conflicts of law. Each of the parties hereto agrees that or in connection with this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and transactions contemplated or documents required hereby shall continue to be (a) subject submitted to the exclusive jurisdiction of the courts of the State of Delaware New York and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court United States of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court America located in the State of Delaware) (New York, County of New York, and appropriate appellate courts therefrom. Each of the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) Parties hereto acknowledges and agrees that any controversy that which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party Party hereby irrevocably and unconditionally waives any right such party Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. The Parties hereby irrevocably waive, and (d) to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees to service of process upon such party that a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and the transactions contemplated hereunder, and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party to this Agreement may become involved. Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action, or proceeding of the nature specified in this Section 10.05 by the mailing of a copy thereof in the manner specified by the provisions of Section 10.01.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement and all Actions (whether in contract or tort) that may be based upon, the provisions arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by and construed and enforced in accordance with the Laws Law of the State of Delaware, without regard to principles the choice of law or conflicts of lawlaw principles thereof. Each The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each State of Delaware. (b) Subject to the provisions of Article VII of the parties hereto Separation and Distribution Agreement, each of the Parties hereby irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or if such court shall not have jurisdiction, the federal other state courts sitting in of the State of Delaware, and (b) subject to service of process any appellate court from any appeal thereof, in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby, and each of the Parties hereby irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such Action except in such courts), (ii) waives agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such other courts, (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 litigation Action in the Court of Chancery of the State of Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forumother courts, (civ) acknowledges and agrees that any controversy that may arise under this Agreement is likely waives, to involve complicated and difficult issuesthe fullest extent permitted by Law, and therefore each the defense of an inconvenient forum to the maintenance of such party hereby irrevocably and unconditionally waives any right Action in the Court of Chancery of the State of Delaware or such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, other courts and (dv) agrees consents to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice the manner provided for notices in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware12.2. Nothing in this Section 8.2 shall Agreement will affect the right of any party Party to serve legal process in any other manner permitted by Law. (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 TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 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 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.8(C). (d) Notwithstanding anything to the contrary in this Agreement or the Separation and Distribution Agreement, each Party acknowledges and agrees that in the case of any dispute, controversy or claim (whether arising in contract, tort or otherwise) between the Parties not arising out of, relating to, or in connection with this Agreement or the Separation and Distribution Agreement, the provisions of this Section 12.8 and Section 10.04 of the Separation and Distribution Agreement shall not apply and the Parties shall have the right to seek relief from any competent court of jurisdiction; provided that such relief would otherwise be available by law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement (a) This Warrant shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, New York without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware New York located in New York County and the United States District Court for the Southern District of New York for the federal courts sitting in purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Warrant. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, . (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement (a) This Warrant shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, Utah without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware Utah located in Salt Lake County and the United States District Court for the Northern District of Utah for the federal courts sitting in purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Warrant. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, . (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced interpreted in accordance with the Laws laws of the State of Delaware irrespective of the choice or conflict of laws principles of the State of Delaware or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware, without regard as to principles all matters, including matters of conflicts of law. Each validity, construction, effect, enforceability, performance and remedies and in respect of the parties hereto agrees that statute of limitations or any other limitations period applicable to any claim, controversy or dispute. (b) Each party to this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto (i) irrevocably and unconditionally confirms submits to the personal jurisdiction and venue of the Chosen Courts, (ii) agrees that it is will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that any claim, actions or proceedings arising in connection with this Agreement (including negotiation, execution or performance hereof) or the Transactions (whether in contract, tort or otherwise) shall be brought, tried and shall continue to be (a) subject to determined only in the jurisdiction Court of the courts Chancery of the State of Delaware and (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts sitting of the United States of America, the United States District Court for the District of Delaware) (the “Chosen Courts”), (iv) waives any claim of lack of personal jurisdiction or improper venue and any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any action relating to this Agreement or the Transactions in any court other than the Chosen Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the State of Delawaremanner provided in Section 8.1 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. (bc) subject EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS OR THE FINANCING. EACH OF THE PARTIES HERETO HEREBY: (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, CLAIM OR PROCEEDING SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4(C). (d) Notwithstanding anything in this Agreement to service of process in the State of Delaware. Each contrary, each party hereto hereby irrevocably and unconditionally (i) consents and submits agrees that it will not bring or support any litigation against the Financing Sources in any way relating to the exclusive personal jurisdiction and venue this Agreement or any of the Delaware Court of Chancery (orTransactions, solely if the Delaware Court of Chancery declines to accept jurisdiction over including any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings dispute arising out of or relating in any way to this Agreement the Financing or the transactions contemplated by performance thereof, in any forum other than a court of competent jurisdiction sitting in the Borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of this Agreement (and agrees not to commence any litigation Section 8.4 relating thereto except in such courts), (ii) waives any objection to the laying waiver of venue of jury trial shall apply to any such litigation in the Delaware Courts and agrees not to plead action, suit or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawproceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall in all respects be governed by and construed and enforced in accordance with the Laws of the State Commonwealth of Delaware, Virginia without regard to the conflict of Law or choice of Law principles thereof that might otherwise refer construction or interpretation of conflicts this Agreement to the substantive Law of lawanother jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and party agrees that it is and shall continue to be (a) subject to the jurisdiction will bring any action or proceeding in respect of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings claim arising out of or relating related to this Agreement or the transactions contemplated by hereby exclusively in any state or federal court located in the Commonwealth of Virginia, and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (and agrees not i) irrevocably submits to commence any litigation relating thereto except in the exclusive jurisdiction of such courts), (ii) waives any objection to the laying of venue of in any such litigation action or proceeding in the Delaware Courts such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees not to plead or claim that service of process upon such party in any Delaware Court that such litigation brought therein has been brought action or proceeding will be effective if notice is given in any inconvenient forum, accordance with Section 11. (cb) Each party acknowledges and agrees that any controversy that which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation litigation, directly or indirectly indirectly, arising out of or relating to this Agreement or the transactions contemplated by this Agreement. 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 any action, suit or proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily, and (div) agrees each party has been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law10.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to This Agreement, the jurisdiction of the courts of the State of Delaware CVRs and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal all disputes or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversies arising out of or relating to this Agreement or the transactions contemplated by hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. (b) Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement (brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any litigation action, suit or proceeding relating thereto except in such courts)the courts described above in Delaware, (ii) waives other than actions in any objection court of competent jurisdiction to the laying of venue of enforce any judgment, decree or award rendered by any such litigation court in Delaware as described herein. Each of the Delaware Courts parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to plead assert, by way of motion or claim as a defense, counterclaim or otherwise, in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect action or proceeding arising out of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court 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 suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, and or the subject matter hereof, may not be enforced in or by such courts. (dc) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) All disputes, claims or controversies arising out of or relating to this Agreement, or the maximum extent permitted by applicable Lawnegotiation, the provisions validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, Delaware without regard to principles its rules of conflicts conflict of law. laws. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally confirms and agrees that it is and shall continue consents to be (a) subject submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in United States District Court for the State District of Delaware, Delaware and (b) subject to service any court of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) appeal therefrom (the “Delaware "Chosen Courts”") for any actions, suits or proceedings litigation arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated by this Agreement hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Chosen Courts and agrees not to plead or claim in any Delaware Chosen Court that such litigation brought therein has been brought in any inconvenient forum, . Each of the parties hereto agrees that service of process may be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to the foregoing sentence shall have the same legal force and effect as if served upon such party personally within the State of Delaware. (c) acknowledges Each of the parties hereto irrevocably waive any and agrees that any controversy that may arise under this Agreement is likely all rights to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect any proceedings arising out of any litigation directly or indirectly arising or relating related to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawhereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with with, and the Laws rights of the Parties shall be governed by, the laws of the State of DelawareNew York, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject giving effect to the jurisdiction conflict of the courts of the State of Delaware and of the federal courts sitting in the State of Delawarelaws principles thereof. The Parties irrevocably agree that any legal action, and suit, or proceeding (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (oreach, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the a “Delaware CourtsProceeding”) for any actions, suits or proceedings arising out of or relating to this Agreement brought by any Party or the transactions contemplated by this Agreement (its successors or assigns shall be brought and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation determined exclusively in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesBankruptcy Court, and therefore each such party the Parties hereby irrevocably and unconditionally waives generally submit to the exclusive jurisdiction of the Bankruptcy Court with respect to any right such party may have to a trial by jury in respect Proceeding arising out of any litigation directly or indirectly arising or relating to this Agreement and the Restructuring. The Parties agree not to commence any Proceeding relating hereto or thereto except in the transactions contemplated by this Agreement, and (d) agrees to Bankruptcy Court. The Parties further agree that notice as provided in Section 24 shall constitute sufficient service of process upon and the Parties further waive any argument that such party service is insufficient. The Parties hereby irrevocably and unconditionally waive and agree not to assert that a Proceeding in any the Bankruptcy Court is brought in an inconvenient forum, the venue of such action Proceeding is improper, or proceeding shall be effective if such process is given as that the Bankruptcy Court lacks authority to enter a notice in accordance with Section 8.1 or in any manner prescribed by the Laws final order pursuant to Article III of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawUnited States Constitution. (b) THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and construed and enforced in accordance with with, and the Laws rights of the Parties shall be governed by, the laws of the State of DelawareNew York, without regard giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and Party agrees that it is and shall continue bring any action or proceeding in respect of any claim arising out of or related to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting this Agreement in the State of DelawareBankruptcy Court and, and (b) subject to service of process solely in the State of Delaware. Each party hereto hereby irrevocably and unconditionally connection with claims arising under this Agreement: (i) consents and irrevocably submits to the exclusive personal jurisdiction and venue the authority of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)Bankruptcy Court, (ii) waives any objection to the laying of venue of in any such litigation action or proceeding in the Delaware Courts Bankruptcy Court, and agrees not to plead or claim in (iii) waives any Delaware objection that the Bankruptcy Court that such litigation brought therein has been brought in any is an inconvenient forum, (c) acknowledges and agrees that does not have jurisdiction over any controversy that may arise under this Agreement is likely party, or lacks the constitutional authority to involve complicated and difficult issuesenter final orders in connection with such action or proceeding. Each Party hereby waives, and therefore each such party hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any right such party it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, or relating to to, this Agreement or the transactions contemplated by this Agreementhereby (whether based on contract, tort or any other theory). Each Party (x) 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 (dy) agrees acknowledges that it and the other Parties have been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 11.9. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that each Party shall affect be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach by the right of any party other to serve legal process in any other manner the extent permitted by Lawlaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) All disputes, claims or controversies arising out of or relating to this Agreement, or the maximum extent permitted by applicable Lawnegotiation, the provisions validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, Delaware without regard to principles its rules of conflicts conflict of law. laws. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally confirms and agrees that it is and shall continue consents to be (a) subject submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in United States District Court for the State District of Delaware, Delaware and (b) subject to service any court of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) appeal therefrom (the “Delaware Chosen Courts”) for any actions, suits or proceedings litigation arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated by this Agreement hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Chosen Courts and agrees not to plead or claim in any Delaware Chosen Court that such litigation brought therein has been brought in any inconvenient forum, . Each of the parties hereto agrees that service of process may be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to the foregoing sentence shall have the same legal force and effect as if served upon such party personally within the State of Delaware. (c) acknowledges Each of the parties hereto irrevocably waive any and agrees that any controversy that may arise under this Agreement is likely all rights to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect any proceedings arising out of any litigation directly or indirectly arising or relating related to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawhereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this 13.6.1. This Agreement shall be governed exclusively by and construed and enforced exclusively in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts internal laws of the State of Delaware and without giving effect to the principles of the federal courts sitting in the State conflicts of Delaware, and (b) subject to service of process in the State of Delawarelaw thereof. 13.6.2. Each party hereto hereby irrevocably and unconditionally Party hereby: (i) consents and submits agrees that any Proceeding in connection with or relating to the exclusive personal jurisdiction and venue of this Agreement or any matters contemplated hereby, shall be brought exclusively in the Delaware Court of Chancery (or, solely if unless the Delaware Court of Chancery declines to accept federal courts have exclusive jurisdiction over any the matter, any federal or state court in which case the United States District Court located in the State City of Wilmington, Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), ; (ii) waives any objection consents and submits to the laying of venue of personal jurisdiction in connection with any such litigation in the Delaware Courts and agrees not to plead or claim Proceeding in any Delaware Court that such litigation brought therein has been brought court described in any inconvenient forum, clause (ci) acknowledges of this Section 13.6.2 and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon it in accordance with the rules and statutes governing service of process; (iii) waives to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such party Proceeding in any such action court or proceeding that any such Proceeding was brought in an inconvenient forum; (iv) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of process and documents in any Proceeding in such courts; (v) agrees to notify the other Party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly designate another agent in the State of Delaware to serve in place of such agent and deliver to the other Party written evidence of such substitute agent’s acceptance of such designation; (vi) agrees as an alternative method of service to service of process in any such Proceeding by mailing of copies thereof to such Party at its address set forth in Article 12; (vii) agrees that any service made as provided herein shall be effective if such process is given as a notice and binding service in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 every respect; and (viii) agrees that nothing herein shall affect the right rights of any party either Party to serve legal effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY SCHEDULES ATTACHED HERETO OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of DelawareNew York, without regard to principles of the conflicts of law. law rules of such state, except to the extent that the VSCA is applicable to the Transactions. (b) Each party agrees that any dispute or disagreement between or among any of the parties hereto agrees that as to the interpretation of any provision of, or the performance of obligations under, this Agreement involves at least $100,000 shall be commenced and prosecuted in its entirety solely in the United States District Court for the Eastern District of Virginia and any reviewing appellate court thereof. If the United States District Court for the Eastern District of Virginia, or any reviewing appellate court thereof, finds that this Agreement has been entered into it does not have jurisdiction over the dispute or disagreement, then and only then can the parties proceed in express reliance upon 6 Del. C. § 2708state court and the parties hereby agree that any such dispute will only be brought in state court in Richmond, Virginia. Each party consents to personal and subject matter jurisdiction and venue in such Virginia federal or state courts (as the case may be) and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of their present or future domiciles, or for any other reason. The parties acknowledge that all directions issued by the parties hereto irrevocably forum court, including all injunctions and unconditionally confirms other decrees, will be binding and agrees that it is enforceable in all jurisdictions and shall continue to countries. Process in any such suit, action or proceeding may be (a) subject to served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the courts of the State of Delaware and of the federal courts sitting in the State of Delawareforegoing, and (b) subject to each party agrees that service of process on such party as provided in the State Section 9.10 shall be deemed effective service of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in process on such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, party. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement will be governed by, and construed in accordance with, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of DelawareIllinois, without regard giving effect to principles of the conflicts of lawlaw principles thereof. This Agreement will not be subject to any of the provisions of the United Nations Convention on Contracts for the International Sale of Goods. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms submits, for itself and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delawareits property, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of any Illinois state court or Federal court of the Delaware Court United States of Chancery (orAmerica, solely if the Delaware Court of Chancery declines in either case sitting in Xxxx County, Illinois, and any appellate court to accept jurisdiction over any matterthereof, in any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such action or proceeding except in such courts), (ii) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in such Illinois 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 that it may now or hereafter have to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead action or claim proceeding in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly Illinois state or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementFederal court, and (div) agrees waives, to service the fullest extent permitted by law, the defense of process upon an inconvenient forum to the maintenance of such party action or proceeding in any such Illinois state or Federal court. A final judgment in any such action or proceeding shall will be effective if such process is given as a notice conclusive and may be enforced in accordance with Section 8.1 other jurisdictions by suit on the judgment or in any other manner prescribed provided by law. Each Party irrevocably consents to service of process in the Laws of the State of Delawaremanner provided for notices in Section 9.5. Nothing in this Section 8.2 shall Agreement will affect the right of any party Party to serve legal process in any other manner permitted by Law. (c) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (i) 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 (ii) 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 9.17(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the laws that might be applicable under conflicts of law. laws principles. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally confirms submits, for itself and agrees that it is and shall continue to be (a) subject its property, to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting any court in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue or Federal court of the Delaware Court United States of Chancery (orAmerica sitting in Delaware, solely if the Delaware Court and any appellate court of Chancery declines to accept jurisdiction over such jurisdiction, in any matter, any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated by this Agreement hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such action or proceeding except in such courts), (ii) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware 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 litigation action or proceeding in any such Delaware state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware 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 to this Agreement irrevocably consents to service of process in the Delaware Courts and agrees not manner provided for notices in Section 7.2. Nothing in this Agreement will affect the right of any party to plead or claim this Agreement to serve process in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, other manner permitted by law. (c) Each party acknowledges and agrees that any controversy that which may arise under this Agreement agreement is likely to involve complicated and difficult issues, and therefore each such party it hereby irrevocably and unconditionally waives any right such party it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement agreement and any of the agreements delivered in connection herewith or the transactions contemplated by this Agreementhereby or thereby. 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 (div) agrees it has been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawsection 7.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To All questions concerning the maximum extent permitted by applicable Lawconstruction, validity, enforcement and interpretation of the provisions of Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the Laws internal laws of the State Commonwealth of DelawareVirginia, without regard to the principles of conflicts of lawlaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto agrees that this Agreement involves at least $100,000 or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state courts sitting in the City of Virginia Beach, VA and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State City of DelawareNorfolk, and (b) subject to service of process in the State of DelawareVA. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any state and federal or state court located courts sitting in the State City of Delaware) Virginia Beach, VA and Norfolk, VA for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the “Delaware Courts”) for enforcement of any actionsof the documents included within the Offering Circular), suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and hereby irrevocably waives, and agrees not to commence assert in any litigation relating thereto except in such courts)action or proceeding, (ii) waives any objection claim that it is not personally subject to the laying of venue jurisdiction of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court court, that such litigation brought therein has been brought in any action or proceeding is improper or is an inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each venue for such proceeding. Each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to personal service of process upon such party and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be effective if such process is given as a notice in accordance with Section 8.1 or deemed to limit in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the way any right of any party to serve legal process in any other manner permitted by Lawlaw. 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 KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. Notwithstanding the foregoing, the provisions in this Section 6 follow established Commonwealth of Virginia case law and legislation and is not intended to apply to claims arising under the federal securities laws and the rules and regulations thereunder, including the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, while any person or entity purchasing or otherwise acquiring any interest in any of the Company’s securities shall be deemed to have notice of and consented to these provisions, the Company’s exclusive forum provision will not relieve the Company of its duties to comply with the federal securities laws and the rules and regulations thereunder.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable LawThis Agreement, including all issues and questions concerning its application, construction, validity, interpretation and enforcement, shall be construed in accordance with, and governed by, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, New York without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware New York located in New York County and of the United States federal courts sitting in New York County (and the State appellate courts thereof) for the purpose of Delawareany suit, action, proceeding or judgment relating to or arising out of this Agreement and (b) subject to service the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this a. This Agreement shall be governed by and construed and enforced in accordance with with, and the Laws rights of the parties shall be governed by, the law of the State of DelawareNew York, without regard giving effect to principles of the conflicts of law. law principles thereof. b. Each of the parties hereto Parties irrevocably agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of that, for so long as the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterChapter 11 Cases are pending, any federal legal action, suit, or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in the transactions contemplated by this Agreement (Bankruptcy Court, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding. Otherwise, each of the Parties, other than Parties that are States, agrees that any such legal action, suit, or proceeding shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York and each of the Parties, other than Parties that are States, hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding. Each of the Parties agrees not to commence any litigation proceeding relating hereto or thereto except in the courts described above, other than (i) proceedings involving Parties that are States commenced while the Chapter 11 Cases are not pending in which case such courts), State’s rights are fully reserved and (ii) waives proceedings in any objection court of competent jurisdiction to enforce any judgment, decree, or award rendered by any such court as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Subject to the laying foregoing, each of venue of any such litigation in the Delaware Courts Parties hereby irrevocably and unconditionally waives, and agrees not to plead assert, by way of motion or claim as a defense, counterclaim, or otherwise, in any Delaware Court proceeding arising out of or relating to this Agreement, (A) any Claim that it is not personally subject to the jurisdiction of the courts as described herein for any reason, (B) that it or its property is exempt or immune from jurisdiction of any such litigation brought therein has been court 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 (C) that (I) the proceeding in any such court is brought in any an inconvenient forum, (cII) acknowledges and agrees that any controversy that may arise under this Agreement the venue of such proceeding is likely to involve complicated and difficult issuesimproper, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by (III) this Agreement, and or the subject matter hereof, may not be enforced in or by such courts. c. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (dWHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawCERTIFIES 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. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of DelawareAll disputes, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal claims or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversies arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of Target, Parent and Merger Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery in the State of Delaware and any court of appeal therefrom or, if under applicable law exclusive jurisdiction is vested in the federal courts, any court of the United States located in the State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Chosen Courts and agrees not to plead or claim in any Delaware Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (ci) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each the extent such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of personally within the State of Delaware. Nothing in this Section 8.2 shall affect For purposes of implementing the right parties’ agreement to appoint and maintain an agent for service of any party to serve legal process in the State of Delaware, each of Parent and Merger Sub does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other manner permitted by Lawremedy to which they are entitled at law or in equity. (b) IN ANY ACTION OR PROCEEDING ARISING HEREFROM, THE PARTIES HERETO CONSENT TO TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ITS SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, California without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware California located in Los Angeles County and the United States District Court for the Southern District of California for the federal courts sitting in purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (ia) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) , including the Delaware Court of Chancery in and for New Castle County (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (iib) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement (a) This letter agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, Delaware without regard to the principles of conflicts of law. Each law that would cause the application of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each law of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the any jurisdiction of the courts other than those of the State of Delaware Delaware. (b) The parties hereto agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this letter 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) shall be heard and determined exclusively in the Court of the federal courts sitting in Chancery of the State of Delaware; provided, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (orhowever, solely that, if the Delaware Court of Chancery declines to accept such court does not have jurisdiction over any mattersuch Action, such Action shall be heard and determined exclusively in any federal or state court located in the State of Delaware. Consistent with the preceding sentence, each of the parties hereto hereby (i) (submits to the “exclusive jurisdiction of any federal or state court sitting in the State of Delaware Courts”) for the purpose of any actions, suits or proceedings Action arising out of or relating to this Agreement or the transactions contemplated letter agreement brought by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)either party hereto, (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall will be effective if such process is given as a validly effected by sending notice in accordance with Section 8.1 10.02 of the Merger Agreement and (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any manner prescribed by such Action, any claim that it is not subject personally to the Laws jurisdiction of the State above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of Delaware. Nothing the Action is improper, or that this letter agreement or the transactions contemplated hereby may not be enforced in this Section 8.2 shall affect or by any of the right of any party to serve legal process in any other manner permitted by Lawabove named courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law13.9.1. This Agreement, the provisions rights and obligations of this Agreement the Parties hereunder and all claims or controversies arising out of the subject matter hereof whether sounding in contract, tort or otherwise shall be governed by and by, construed and enforced interpreted in accordance with the Laws laws of the State of Delaware, without regard to principles New York (other than the Laws regarding choice of laws and conflicts of lawlaws other than NY General Obligations Law §§ 5-1401 and 5-1402) as to all matters, including matters of validity, construction, effect, performance and remedies; provided, however, that the Arbitration Act shall govern the matters described in Section 11.3 hereof. Each The Parties agree to exclude the application to this Agreement of the parties hereto agrees that this Agreement involves at least $100,000 United Nations Convention on Contracts for the International Sale of Goods. 13.9.2. Solely for the purposes of disputes, controversies or claims not otherwise covered by Section 11.3 and that this Agreement has been entered into preliminary relief in express reliance upon 6 Del. C. § 2708. Each of the parties hereto connection with arbitration for any Dispute, each Party (i) irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the personal jurisdiction of the courts of the State of Delaware New York, and the United States District Court for the Southern District of the federal courts sitting New York, in each case as located within the State of Delaware, New York and County of New York; (bii) subject agrees that it will not attempt to service deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iii) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought and determined in the courts of process in the State of Delaware. Each party hereto hereby irrevocably New York, and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue United States District Court for the Southern District of the Delaware Court of Chancery (orNew York, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court in each case as located in within the State of DelawareNew York and County of New York; (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum; and (the “Delaware Courts”v) agrees that it will not bring any action for any actions, suits or proceedings arising out of or interim relief relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforesaid courts; and (and agrees not to commence any litigation relating thereto except in such courts)vi) hereby irrevocably waives, (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forumfullest extent permitted by applicable Law, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under, or relating to in connection with this Agreement Agreement, any document or instrument delivered in connection herewith and any of the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawhereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of DelawareGeorgia, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law. law thereof. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) irrevocably consents and submits to the exclusive personal jurisdiction and venue service of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over summons and complaint and any matter, other process in any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or proceeding relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, for and (d) agrees to service on behalf of process upon such party in itself or any such action of its properties or proceeding shall be effective if such process is given as a notice assets, in accordance with Section 8.1 6.5 or in any such other manner prescribed as may be permitted by the Laws of the State of Delaware. Nothing applicable Law, and nothing in this Section 8.2 6.1(b) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Business Courts of the Superior Court of Xxxxxx County, Georgia (and if jurisdiction in such courts shall be unavailable, the United States District Court for the Northern District of Georgia) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Business Courts of the Superior Court of Xxxxxx County, Georgia (and if jurisdiction in such courts shall be unavailable, the United States District Court for the Northern District of Georgia); (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Buyer, Merger Sub and the Company Shareholders agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (c) EACH OF PARENT, MERGER SUB AND THE COMPANY SHAREHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY SHAREHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the conflicts of law. law rules of such state. (b) Each of the parties hereto (i) agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement involves at least $100,000 and that this Agreement has been entered into or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in express reliance upon 6 Del. C. § 2708. Each the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of the parties hereto Delaware or other Delaware state court, (ii) irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by 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, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, as described above, and (biv) subject to agrees that service of process on such party as provided in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue Section 12 of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to Limited Guarantee shall be deemed effective service of process upon on such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawparty.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 U.S.$100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (ia) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) , including the Delaware Court of Chancery in and for New Castle County (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (iib) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum and (c) acknowledges and agrees that any controversy that which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement and any matters or disputes relating thereto shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawlaws thereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over In any matter, any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or Agreement: (i) each of the transactions contemplated Rights Agent, Parent, Xxxxxx’s successors and Assignees, the Holders and the Holders’ successors and assigns Parent, irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) each of the Parties irrevocably consents to service of process by this Agreement first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in accordance with Section 6.1. Each of the Parties irrevocably and unconditionally (and 1) agrees not to commence any litigation relating thereto such action or proceeding except in such courts)the Delaware Courts, (ii2) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such litigation action or proceeding in the Delaware Courts and agrees not (4) waives, to plead the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or claim proceeding in any the Delaware Court Courts. The Parties agree that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party final judgment in any such action or proceeding shall be effective if such process is given as a notice conclusive and may be enforced in accordance with Section 8.1 other jurisdictions by suit on the judgment or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted provided by Lawapplicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (b) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (I) MAKES THIS WAIVER VOLUNTARILY AND (II) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.5(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) The validity, the provisions interpretation and enforcement of this Agreement shall will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to the conflict of law principles of conflicts of law. Each thereof that would result in the application of the parties hereto agrees Laws of another jurisdiction; provided, however, that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each (i) matters involving the internal corporate affairs of OIL or OSIL shall be governed by the laws of the parties hereto irrevocably State of Israel and unconditionally confirms and agrees (ii) provisions relating to the Court Approval or the Merger that it is and shall continue are required under Israeli law to be governed by Israeli law will be so governed. (ab) subject By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of this Agreement or any of the federal courts sitting in the State of Delawaretransactions contemplated by this Agreement, (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 (biii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over agrees that it will not bring any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or action relating to this Agreement or any of the transactions contemplated by this Agreement hereunder in any other court. Each of the Parties irrevocably and unconditionally waives (and agrees not to commence any litigation relating thereto except in such courts), (iiplead or claim) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect dispute arising out of any litigation directly or indirectly arising or relating to this Agreement or any of the transactions contemplated by this Agreement, hereunder in the state and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws federal courts of the State of Delaware, or that any such dispute brought in any such court has been brought in an inconvenient or improper forum. Nothing in this Section 8.2 shall affect The Parties further agree that the right mailing by certified or registered mail, return receipt requested, of any party to serve legal process in required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other manner permitted means provided by Lawstatute or rule of 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 TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of conflicts of law; provided, however, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York with respect to any action including any Financing Source. Each of the parties hereto Parties agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto Parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, Delaware and (b) subject to service of process in the State of Delaware. Each party hereto Party hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orand, solely if the Delaware Court of Chancery declines to accept jurisdiction over any mattersuch court shall not have subject matter jurisdiction, any federal or Delaware state court and the federal court of the United States located in the State of Delaware) Delaware (together with the Delaware Court of Chancery, the “Delaware Courts”) for any actions, suits or proceedings Proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), ; (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, ; and (ciii) acknowledges and agrees that any controversy that which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party Party hereby irrevocably and unconditionally waives any right such party Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. Each of the Parties agrees that it will not, and (d) agrees to service will not permit its Affiliates to, bring or support any Proceeding of process upon such party any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any such action way relating to this Agreement or proceeding shall be effective if such process is given as a notice in accordance any of the transactions contemplated by this Agreement, including with Section 8.1 respect to any dispute arising out of or relating in any manner prescribed by way to the Laws Debt Financing or the performance thereof, in any forum other than the United States District Court for the Xxxxxxxx Xxxxxxxx xx Xxx Xxxx or any court of the State of Delaware. Nothing New York sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in this Section 8.2 9.4 hereof shall affect the right of be applicable to any party to serve legal process in any other manner permitted by Lawsuch proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the maximum extent permitted by transactions contemplated hereby, including the applicable Lawstatute of limitations, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the conflicts of law. Each law rules that would cause the application of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each law of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the any jurisdiction of the courts other than those of the State of Delaware Delaware. (b) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this letter agreement or the transactions contemplated by this letter agreement shall be brought and determined exclusively in the Court of Chancery of the State or Delaware or, if that court does not have subject matter jurisdiction, the state or federal courts sitting in the State of Delaware, and Delaware (b) subject to service of process in the State of Delaware“Delaware Courts”). Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court Courts in respect of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings Proceeding arising out of or relating to this Agreement letter agreement or the transactions contemplated by this Agreement (letter agreement, or relating to enforcement of any of the terms of this letter agreement, and hereby waives, and agrees not to commence assert, as a defense in any litigation relating thereto except in such courts)Proceeding, (ii) waives any objection claim that it is not subject personally to the laying jurisdiction of venue of any such litigation in court, that the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been Proceeding is brought in any an inconvenient forum, (c) acknowledges and agrees that any controversy the venue of the Proceeding is improper or that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement letter agreement or the transactions contemplated by this Agreement, and (d) letter agreement may not be enforced in or by such courts. Each party hereto agrees to that notice or the service of process upon such party in any such action Proceeding arising out of or proceeding relating to this letter agreement or the transactions contemplated by this letter agreement shall be effective properly served or delivered if such process is given as a notice delivered in accordance with the manner contemplated by Section 8.1 or in any manner prescribed by the Laws 9.01 (Notices) of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process Merger Agreement or in any other manner permitted by Lawlaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable LawLaws, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (ciii) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (div) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement shall in all respects be governed by, and construed in accordance with, the provisions Laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance. (b) Any claim, action or dispute against any party to this Agreement arising out of or in any way relating to this Agreement shall be governed by and construed and enforced brought in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State Commonwealth of Delaware) (Virginia in the “Delaware Courts”) City of Richmond and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any actionssuch claim, suits action or proceedings arising out of dispute; provided, that a final judgment in any such claim, action or relating to this Agreement dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or the transactions contemplated in any other manner provided by this Agreement (Law. Each party irrevocably and unconditionally agrees not to commence any litigation relating thereto except in such courts), assert (iii) waives any objection which it may ever have to the laying of venue of any such litigation claim, action or dispute in any federal or state court located in the Delaware Courts and agrees not to plead Commonwealth of Virginia in the City of Richmond, (ii) any claim that any such claim, action or claim dispute brought in any Delaware Court that such litigation brought therein court has been brought in an inconvenient forum and (iii) any inconvenient forumclaim that such court does not have jurisdiction with respect to such claim, action or dispute. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in any such claim, action or dispute in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesEACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementVOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY CLAIM, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawACTION OR DISPUTE.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Lawlaw, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (ia) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) Delaware (the “Delaware Courts”) ), including the Delaware Court of Chancery in and for New Castle County, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (iib) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement (a) This Warrant shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, Delaware without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware located in Newcastle County and the United States District Court for the District of Delaware for the federal courts sitting in purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Warrant. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, . (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed in all respects by and construed and enforced in accordance with the Laws of the State of DelawareNew Jersey. Any disagreement, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delawareissue, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (ordispute, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterclaim, any federal demand or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversy arising out of or relating to this Agreement (each, a “Dispute”) shall be brought in the United States District Court for the District of New Jersey in New Jersey or any court in the transactions contemplated by this Agreement state of New Jersey, so long as one of such courts shall have subject matter jurisdiction over such Dispute. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such Dispute and irrevocably waives, to commence any litigation relating thereto except in such courts)the fullest extent permitted by Law, (ii) waives any objection that it may now or hereafter have to the laying of the venue of any such litigation in the Delaware Courts and agrees not to plead or claim Dispute in any Delaware Court such court and that any such litigation Dispute which is brought therein in any such court has been brought in any an inconvenient forum. Process in any such Dispute may be served on any party anywhere in the world, (c) acknowledges and whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon on such party as provided in any such action or proceeding Section 7.6 shall be deemed effective if service of process on such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawparty. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of DelawareDelaware without reference to choice of law principles, without regard to principles including all matters of conflicts of lawconstruction, validity, and performance. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over such court lacks subject matter jurisdiction, in any matter, any state and federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits suits, or proceedings arising out of or relating to this Agreement or and the transactions contemplated by this Agreement hereby (and agrees shall not to commence any litigation Legal Proceeding relating thereto except in such courts). Each of the parties hereto hereby irrevocably and unconditionally waives, (ii) waives to the fullest extent permitted by applicable law, any objection to the laying of venue of any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, in such litigation in the Delaware Courts state or federal courts as aforesaid and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Delaware Court such court that any such litigation Legal Proceeding brought therein in any such court has been brought in any an inconvenient forum. (b) EACH OF THE PARTIES HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesARISING UNDER OR RELATING TO THIS AGREEMENT, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementANY ANCILLARY AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawAND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) All matters relating to the maximum extent permitted by applicable Lawinterpretation, the provisions construction, validity and enforcement of this Agreement Agreement, any all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, or the transactions contemplated hereby, shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts domestic laws of the State of Delaware and without giving effect to any choice or conflict of law provision or rule (whether of the federal courts sitting in State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware, and . (b) subject to service of process Except as otherwise expressly provided in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterthis Agreement, any federal suit, action or state court located in the State of Delaware) (the “Delaware Courts”) for proceeding seeking to enforce any actionsprovision of, suits or proceedings based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated by this Agreement hereby shall be brought in any Illinois State or Federal court sitting in Chicago, Illinois, and each of the parties hereby consents to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to commence any litigation relating thereto except in such courts)the fullest extent permitted by law, (ii) waives any objection which it may now or hereafter have to the laying of the venue of any such litigation in the Delaware Courts and agrees not to plead suit, action or claim proceeding in any Delaware Court such court or that any such litigation suit, action or proceeding which is brought therein in any such court has been brought in any an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.11 shall be deemed effective service of process on such party. Each party hereto further agrees that all of the provisions of Section 8.3(c) relating to waiver of jury trial shall apply to any suit, action or other proceeding referred to in this Section 8.3(b). (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesEACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, and 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 (dII) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawACKNOWLEDGES 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 8.3(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and by, construed and enforced in accordance with the Laws laws of the State of Delaware, New York without regard to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be Any action, litigation, claim or other legal proceeding (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the a “Delaware CourtsProceeding”) for any actions, suits or proceedings 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 (or in any appellate court thereof) (the transactions contemplated by this Agreement “Specified Courts”). Each party hereto (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection Reebonz to the laying extent of venue its third party beneficiary rights) hereby (a) submits to the exclusive jurisdiction of any such litigation in Specified Court for the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect purpose of any litigation directly or indirectly Proceeding arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient 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 Specified Court. Each party (and Reebonz to the extent of its third party beneficiary rights) agrees that a final judgment in any 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 irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, and (d) agrees on behalf of itself, or its property, by personal delivery of copies of such process to service of process upon such party at the applicable address set forth in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware13. Nothing in this Section 8.2 17 shall affect the right of any party to serve legal process in any other manner permitted by Lawlaw. Each party hereto (and Reebonz to the extent of its third party beneficiary rights) hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to This Agreement, the jurisdiction of the courts of the State of Delaware CVRs and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal all disputes or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversies arising out of or relating to this Agreement or the transactions contemplated by hereby shall be governed by, and construed in accordance with, the internal Laws of the State of Delaware, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement (brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any litigation action, suit or proceeding relating thereto except in such courts)the courts described above in Delaware, (ii) waives other than actions in any objection court of competent jurisdiction to the laying of venue of enforce any judgment, decree or award rendered by any such litigation court in Delaware as described herein. Each of the Delaware Courts parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to plead assert, by way of motion or claim as a defense, counterclaim or otherwise, in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect action or proceeding arising out of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court 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 suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of any suit, action or proceeding brought in such court is improper or (C) this Agreement, and or the subject matter hereof, may not be enforced in or by such courts. (dc) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CVRS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To All questions concerning the maximum extent permitted by applicable Lawconstruction, validity, enforcement and interpretation of the provisions of Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the Laws internal laws of the State Commonwealth of DelawareVirginia, without regard to the principles of conflicts of lawlaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the parties transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto agrees that this Agreement involves at least $100,000 or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state courts sitting in the City of Virginia Beach, VA and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State City of DelawareNorfolk, and (b) subject to service of process in the State of DelawareVA. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any state and federal or state court located courts sitting in the State City of Delaware) Virginia Beach, VA and Norfolk, VA for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the “Delaware Courts”) for enforcement of any actionsof the documents included within the Offering Circular), suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and hereby irrevocably waives, and agrees not to commence assert in any litigation relating thereto except in such courts)action or proceeding, (ii) waives any objection claim that it is not personally subject to the laying of venue jurisdiction of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court court, that such litigation brought therein has been brought in any action or proceeding is improper or is an inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each venue for such proceeding. Each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to personal service of process upon such party and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be effective if such process is given as a notice in accordance with Section 8.1 or deemed to limit in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the way any right of any party to serve legal process in any other manner permitted by Lawlaw. 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 KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to This Agreement, the jurisdiction of the courts of the State of Delaware CVRs and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal all disputes or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversies arising out of or relating to this Agreement or the transactions contemplated by hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware, except that the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York, shall apply with respect to any matters relating to the internal affairs of Rights Agent as a New York corporation. (b) Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement (brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any litigation action, suit or proceeding relating thereto except in such courts)the courts described above in Delaware, (ii) waives other than actions in any objection court of competent jurisdiction to the laying of venue of enforce any judgment, decree or award rendered by any such litigation court in Delaware as described herein. Each of the Delaware Courts parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to plead assert, by way of motion or claim as a defense, counterclaim or otherwise, in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect action or proceeding arising out of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court 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 suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, and or the subject matter hereof, may not be enforced in or by such courts. (dc) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and New York. (b) subject to service of process in To the State of Delaware. Each fullest extent permitted by applicable law, each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (oragrees that any claim, solely if the Delaware Court of Chancery declines to accept jurisdiction over action or proceeding by such party seeking any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings relief whatsoever arising out of of, or relating to in connection with, this Agreement or the transactions contemplated hereby (except with respect to the matters governed by this Agreement (Section 11.02 and agrees Section 3.06(d), which shall be resolved in accordance with the provisions thereof) shall be brought in any state or federal court of competent jurisdiction sitting in New York County in the State of New York and not to commence in any litigation relating thereto except other state or federal court in such courts)the United States of America or any court in any other country, (ii) waives any objection agrees to submit to the laying exclusive jurisdiction of venue such courts described in clause (i) for purposes of any such litigation all legal proceedings arising out of, or in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forumconnection with, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreementhereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court or any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and (div) agrees to service of process upon such party that a final judgment in any such action or proceeding shall be effective if such process is given as a notice conclusive and may be enforced in accordance with Section 8.1 other jurisdictions by suit on the judgment or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted provided by applicable Law. (c) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS AND FOR ANY COUNTERCLAIM RELATING THERETO.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Applicable Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (ia) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) Delaware (the “Delaware Courts”) ), including the Delaware Court of Chancery in and for New Castle County, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (iib) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this 8.1 This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, Delaware without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the federal courts sitting in purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed in all respects by and construed and enforced in accordance with the Laws laws of the State of Delaware. Any disagreement, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delawareissue, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (ordispute, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterclaim, any federal demand or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversy arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)each, (iia “Dispute”) waives any objection to the laying of venue of any such litigation shall be brought in the United States District Court for the District of Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Dispute. Nothing Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in this Section 8.2 shall affect any such Dispute and irrevocably waives, to the right fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any party to serve legal process such Dispute in any other manner permitted by Lawsuch 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, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 3.8 shall be deemed effective service of process on such party. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement and any dispute arising out of, the provisions of in connection with or relating to this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard giving effect to principles of the conflicts of law. Each of laws principles thereof. (b) From the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto date hereof until Closing, each Party hereby irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts Court of Chancery of the State of Delaware and or, if such court shall not have jurisdiction, the United States District Court for the District of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any mattersuch court shall not have jurisdiction, any federal or state court located in the State state of Delaware) (the “Delaware Courts”) for ), and any actionsappellate court from any appeal thereof, suits or proceedings in any Action arising out of or relating to this Agreement or the Transaction Documents or the transactions contemplated by this Agreement hereby, and each Party hereby irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such Action except in such courts), (ii) waives agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such other courts, (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 litigation Action in the Court of Chancery of the State of Delaware Courts or such other courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts. Notwithstanding anything to the contrary contained in this Agreement, each Party on behalf of itself and its controlled Affiliates: (i) agrees that it will not to plead bring or claim support any legal proceeding against any of the Spinco Lenders or any of the other Financing Sources in any Delaware Court that such litigation brought therein has been brought way relating to the Financing in any inconvenient forumforum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Spinco Commitment Letter or the other Financing Agreements, all claims or causes of action (cwhether at law, in equity, in contract, in tort or otherwise) acknowledges and agrees that against any controversy that may arise under of the Spinco Lenders or any of the other Financing Sources relating to this Agreement, the Merger, or any of the transactions contemplated by this Agreement is likely or the performance of services related hereto, including any dispute arising out of or relating in any way to involve complicated the Financing, shall be exclusively governed by and difficult issuesconstrued in accordance with the internal Laws of the State of New York; (iii) agrees to waive and hereby waives, and therefore each such party hereby irrevocably and unconditionally waives unconditionally, any right such party may have to a trial by jury in respect any such legal action, suit or proceeding against any of the Spinco Lenders or any litigation directly or indirectly arising or of the other Financing Sources relating to this Agreement the Financing; and (iv) agrees to waive and hereby waives, to the fullest extent permitted by applicable Law, any objection which such Party may now or hereafter have to the transactions contemplated by this Agreementlaying of venue of, and (d) the defense of an inconvenient forum to the maintenance of, any such legal action, suit or proceeding against any of the Spinco Lenders or any of the other Financing Sources relating to the Financing in any such court. Each Party agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice the manner provided for notices in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware11.4. Nothing in this Section 8.2 shall Agreement will affect the right of any party Party to serve legal process in any other manner permitted by Law. From and after the Closing, other than any Action expressly related to the performance of the Parties under this Agreement (which shall continue to be governed by this Section 11.6) any Action regarding the Separation and Distribution Agreement or any Transaction Document shall be resolved in accordance with the terms thereof. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY FINANCING). 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 THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed construed, performed and enforced in accordance with with, and governed by, the Laws laws of the State of DelawareNew York, without regard giving effect to the principles of conflicts of lawlaws thereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the The parties hereto irrevocably elect the State of New York as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and unconditionally confirms and agrees that it is and shall continue to be (a) subject consent to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of DelawareNew York; provided that each Buyer, if it so elects, may bring any and all claims for a breach of Section 8.6, Section 8.7 or Section 8.8, including claims for damages, penalties or specific performance and requests for a preliminary injunction (vorsorgliche Massnahme) (or other equity relief or the “Delaware Courts”) enforcement of an award or order entered by the applicable court in the State of New York, against any Seller or Beneficial Owner in the competent courts of the domicile or jurisdiction of organization, as applicable, of such Seller or Beneficial Owner. Each party hereto agrees that service of summons and complaint or any other process that might be served in any demand, Action, proceeding or cause of action may be made on such party, and shall be effective service of process for any actionssuch demand, suits Action or proceedings arising out cause of action, by sending or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue delivering a copy of any such litigation process to the party hereto to be served to such party in the Delaware Courts and agrees not to plead or claim manner provided for the giving of notices in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, Section 18.5. (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Each party hereby irrevocably and unconditionally waives waives, to the fullest extent permitted by applicable Law, any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreementhereby, whether now existing or hereafter arising, and (d) agrees whether in contract, tort, equity or otherwise. Each party 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 service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enforce the Laws of foregoing waiver and acknowledges that it and the State of Delaware. Nothing other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law18.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement and all disputes, the provisions controversies or claims relating to, arising out of or under, or in connection with this Agreement or the transactions contemplated hereby, including the negotiation, execution and performance hereunder and thereunder, shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of choice of law or conflicts of law rules or provisions (whether of the State of Delaware or any other jurisdiction). (b) Subject to the provisions of Section 2.3 (which shall govern any dispute arising thereunder) and Section 8.2(c), each of the parties hereto irrevocably and unconditionally (a) consents to submit itself to the sole and exclusive personal jurisdiction of the state courts of the State of Delaware or any court of the United States located in the State of Delaware in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it shall not bring any action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby in any court or tribunal other than the state courts of the State of Delaware or any court of the United States located in the State of Delaware. Each of the parties hereto further agrees and covenants that if subject matter jurisdiction over any action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby exists in the Court of Chancery of the State of Delaware by reason of Section 111 of the DGCL or if there otherwise exists a good faith basis for concluding that the Court of Chancery of the State of Delaware would have subject matter jurisdiction in connection with any such action, suit, or proceeding, then any such action, suit, or proceeding shall be brought exclusively in the Court of Chancery of the State of Delaware, and each party hereto agrees that it shall not attempt to deny or defeat subject matter jurisdiction over such action, suit, or proceeding in the Court of Chancery of the State of Delaware. Each of the parties hereto irrevocably and unconditionally consents to service being made through the notice procedures set forth in Section 10.2. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by prepaid certified or registered mail to the respective addresses set forth in Section 10.2 shall be effective service of process for any action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement and any of the transactions contemplated hereby. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable law. Each of the parties hereto hereby agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon on 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, . (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesTHE PARTIES TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVES, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementTO THE FULLEST EXTENT PERMITTED BY LAW, and ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR COUNTERCLAIM (dI) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of DelawareARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO (INCLUDING THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF), IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawTHE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT 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.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement, the provisions and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed and enforced in accordance with with, the Laws of the State of Delaware, without regard giving effect to principles or rules of conflicts conflict of law. laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Each of the parties party hereto irrevocably agrees that any Action based upon, arising out of or related to this Agreement involves at least $100,000 and that this Agreement has been entered into Agreement, or the transactions contemplated hereby, shall be brought in express reliance upon 6 Del. C. § 2708. Each the Court of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts Chancery of the State of Delaware and of the or, if such court declines to exercise jurisdiction, any federal courts sitting court located in the State of Delaware, and (b) subject to service each of process in the State of Delaware. Each party hereto hereby parties irrevocably and unconditionally (i) consents and 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 and jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Delaware Court of Chancery (orAction shall be heard and determined only in any such court, solely if the Delaware Court of Chancery declines and agrees not to accept jurisdiction over bring any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement (hereby in any other court. Each party hereto hereby irrevocably waives, and agrees not to commence assert, by way of motion, as a defense, counterclaim or otherwise, in any litigation relating thereto except in such courts), Action: (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 lawfully serve process; (ii) waives that it or its property is exempt or immune from jurisdiction of such courts or from any objection 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) such Action in any such court is brought in an inconvenient forum; (B) the laying of venue of any such litigation Action is improper; and (C) this Agreement, the transactions contemplated hereby or the subject matter hereof, may not be enforced in the Delaware Courts and agrees not to plead or claim in any Delaware Court that by such litigation brought therein has been brought in any inconvenient forum, courts. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementTHEREFORE, and EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (dI) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawNO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION; (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement (a) This Stipulation shall be governed by and construed and enforced in accordance with with, and the Laws rights of the Parties shall be governed by, the laws of the State of Delaware, without regard giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement involves at least $100,000 and that this Agreement has been entered into Stipulation in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to United States Bankruptcy Court for the jurisdiction of the courts of the State District of Delaware and of (the federal courts sitting in the State of Delaware“Chosen Court”), and (b) subject to service of process solely in the State of Delaware. Each party hereto hereby irrevocably and unconditionally connection with claims arising under this Stipulation: (i) consents and irrevocably submits to the exclusive personal jurisdiction and venue the authority of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), Chosen Court; (ii) waives any objection to the laying of venue of in any such litigation action or proceeding in the Delaware Courts Chosen Court; and agrees not to plead or claim in (iii) waives any Delaware objection that the Chosen Court that such litigation brought therein has been brought in any is an inconvenient forum, does not have jurisdiction over any Party hereto, or lacks the constitutional authority to enter final orders in connection with such action or proceeding. (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely Each Party hereby waives, to involve complicated and difficult issuesthe fullest extent permitted by applicable law, and therefore each such party hereby irrevocably and unconditionally waives any right such party it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, or relating to to, this Agreement Stipulation or the transactions contemplated by this Agreementhereby (whether based on contract, tort, or any other 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 (dii) agrees acknowledges that it and the other Parties have been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Stipulation by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law3.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement (a) This Warrant shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, Nevada without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the federal courts and the courts of the State of Delaware Nevada located in Xxxxx County for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and of the federal courts sitting in the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Warrant. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, . (cb) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.,

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and by, construed and enforced in accordance with the Laws laws of the State of Delaware, New York without regard to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be Any action, claim, suit or other legal proceeding (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the a “Delaware CourtsProceeding”) for any actions, suits or proceedings 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 (or in any court in which appeal from such courts may be taken) (the transactions contemplated by this Agreement “Specified Courts”). Each Party hereto hereby (and agrees not to commence any litigation relating thereto except in such courts), (iia) waives any objection submits to the laying of venue exclusive jurisdiction of any such litigation in Specified Court for the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect purpose of any litigation directly or indirectly Proceeding arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient 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 Specified Court. Each Party agrees that a final judgment in any 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 Proceeding relating to the transactions contemplated by this Agreement, and (d) agrees to service on behalf of process upon such party in any such action itself, or proceeding shall be effective if its property, by personal delivery of copies of such process is given as a notice to such Party at the applicable address set forth in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware5.6. Nothing in this Section 8.2 5.10 shall affect the right of any party Party to serve legal process in any other manner permitted by Lawlaw. Each Party hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement and any claims, the provisions causes of this Agreement action, non-contractual rights or obligations arising out of or in connection with it shall be governed by by, and construed and enforced in accordance with with, the Laws of the State of DelawareNew York applicable to contracts executed in and to be performed in that State, without regard to principles of any conflicts of law. laws principles or rules. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto Parties hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Supreme Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of DelawareNew York or, if it has or can acquire jurisdiction, in the U.S. District Court for the Southern District of New York (and in each case, any appellate courts thereof) (collectively, the “Delaware Chosen Courts”) for ). Each of the Parties further agrees that notice delivered pursuant to Section 5.1 shall constitute sufficient service of process, and each of the Parties waives any actionsargument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, suits and agrees not to assert, by way of motion or proceedings as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby, (and agrees i) any claim that it is not personally subject to commence the jurisdiction of the Chosen Courts for any litigation relating thereto except in such courts)reason, (ii) waives that it or its properties and assets is exempt or immune from jurisdiction of any objection Chosen Court or from any legal process commenced in any Chosen Court (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) any Action in any Chosen Court is brought in an inconvenient forum, (B) the laying of venue of any such litigation Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in the Delaware Courts and agrees not to plead or claim in by any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, Chosen Court. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesEACH OF THE PARTIES HEREBY WAIVES, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this AgreementTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (dI) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawCERTIFIES THAT NO REPRESENTATIVE OF ANY OF THE OTHER PARTIES 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 EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this The Escrow Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, California without regard to the choice of law principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708thereof. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject submits to the exclusive jurisdiction of the courts of the State of Delaware California located in Sacramento County and the United States District Court for the Eastern District of California for the federal courts sitting in purpose of any suit, action, proceeding or judgment relating to or arising out of this Escrow Agreement and the State of Delaware, and (b) subject to service transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the State world by the same methods as are specified for the giving of Delawarenotices under this Escrow Agreement (other than by telex or facsimile which shall be deemed improper service). Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation suit, action or proceeding brought in the Delaware Courts such courts and agrees not to plead irrevocably waives any claim that any such suit, action or claim proceeding brought in any Delaware Court that such litigation brought therein court has been brought in any an inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS ESCROW AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by by, and construed and enforced interpreted in accordance with with, the Laws laws of the State of Delaware, without regard to the conflict of law principles thereof that would call for the application of conflicts the laws of lawany other jurisdiction (except to the extent that mandatory provisions of federal law govern). Each of the parties Parties hereto agrees that this Agreement involves at least U.S. $100,000 100,000.00 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties Parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto The Parties agree that any suit, action or proceeding between or among the Parties seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the matters contemplated hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over shall be brought in any matter, any federal or state court located in the State of Delaware or, if no state court located in the State of Delaware has jurisdiction with respect to such matter, in a federal court located in the State of Delaware, and each of the Parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) (in any such suit, action or proceeding and irrevocably waives, to the “Delaware Courts”) for fullest extent permitted by law, any actionsobjection that it may now or hereafter have to the laying of the venue of any such suit, suits action or proceedings 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 anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that, to the fullest extent permitted by law, service of process on such Party at the addresses provided in Section 11.3 shall be deemed effective service of process on such Party. The Parties hereby waive trial by jury in any action, proceeding or counterclaim brought by any Party against another in any matter whatsoever arising out of or relating in relation to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by connection with this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement, the provisions CVRs and all disputes or controversies arising out of or relating to this Agreement Agreement, the CVRs or the transactions contemplated hereby shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of conflicts the State of law. Delaware. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement involves at least $100,000 brought by any party or its Affiliates against any other party or its Affiliates shall be brought and that this Agreement has been entered into determined in express reliance upon 6 Del. C. § 2708. Each the Court of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts Chancery of the State of Delaware and Delaware; provided, that if jurisdiction is not then available in the Court of the federal courts sitting in Chancery of the State of Delaware, and (b) subject to service of process then any such legal action or proceeding may be brought in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, including the Merger. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties (other than the Rights Agent) further agrees that notice as provided herein shall constitute sufficient service of process and each of the parties (other than the “Delaware Courts”Rights Agent) for further waives any actionsargument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, suits and agrees not to assert, by way of motion or proceedings as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby, including the Merger, (and agrees i) any claim that it is not personally subject to commence the jurisdiction of the courts in Delaware as described herein for any litigation relating thereto except in such courts)reason, (ii) waives any objection to the laying of venue that it or its property is exempt or immune from jurisdiction of any such litigation court 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 Delaware Courts and agrees not to plead suit, action or claim proceeding in any Delaware Court that such litigation brought therein has been court is brought in any an inconvenient forum, (cB) acknowledges and agrees that any controversy that may arise under this Agreement the venue of such suit, action or proceeding is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly improper or indirectly arising or relating to this Agreement or the transactions contemplated by (C) this Agreement, and or the subject matter hereof, may not be enforced in or by such courts. (dc) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of DelawareEACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CVRS OR THE TRANSACTIONS CONTEMPLATED HEREBY. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (ii) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State Commonwealth of DelawarePennsylvania, without regard giving effect to the principles of conflicts of lawlaw thereof. Each In the event any party to this Agreement commences any litigation, proceeding, or other legal action in connection with or relating to the negotiation, exploration, due diligence with respect to, or entering into of this Agreement or any matters described or contemplated herein, the parties hereto agrees that to this Agreement involves at least $100,000 and hereby (i) agree that this Agreement has been entered into any such litigation, proceeding, or other legal action shall be instituted exclusively in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the state courts of the State Commonwealth of Delaware Pennsylvania located in Allegheny County and the United States District Court for the Western District of the federal courts sitting Pennsylvania; (ii) agree that in the State event of Delawareany such litigation, proceeding, or action, such parties will consent and submit to personal jurisdiction in any such court described in clause (bi) subject of this Section 6.11(a) and to service of process upon them in accordance with the State rules and statutes governing service of Delaware. Each party hereto hereby irrevocably and unconditionally process; (iiii) consents and submits agree to waive to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated full extent permitted by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives law any objection that they may now or hereafter have to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead litigation, proceeding, or claim action in any Delaware Court such court or that any such litigation brought therein has been litigation, proceeding, or action was brought in any an inconvenient forum, ; (civ) agree as an alternative method of service to service in any legal proceeding by mailing of copies thereof to such party at its address set forth in Section 6.3 for communications to such party; (v) agree that any service made as provided herein shall be effective and binding service in every respect; and (vi) agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by law. (b) Each party acknowledges and agrees that any controversy that which may arise under this Agreement is likely to involve complicated and difficult issuesissues of fact and law, and therefore each such party hereby irrevocably and unconditionally waives any right such party may otherwise have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the negotiation, exploration, due diligence with respect to, or entering into of this Agreement Agreement, or the transactions contemplated by this Agreement. 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 the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily, and (div) agrees each party has been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law6.11(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall will be governed by and construed and enforced in accordance with the Laws internal laws of the State of DelawareNew York, without regard to principles any applicable conflict of conflicts of lawlaws principles. Each of the parties hereto Subject to Section 5.9, each Party irrevocably agrees that any legal suit, action or proceeding or counter-claim with respect to this Agreement involves at least $100,000 Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and that this Agreement has been entered into enforcement of any judgment in express reliance upon 6 Del. C. § 2708. Each of the parties respect hereof brought by another Party hereto irrevocably or its successors or permitted assigns (a “Proceeding”) may be brought and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting determined in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in Nassau County, New York (and any appellate courts thereof), and each Party hereby (a) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the State exclusive jurisdiction of Delawarethe aforesaid courts, (b) (the “Delaware Courts”) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address in accordance with Section 5.6 shall be effective service of process for any actionsProceeding with respect to any matters to which it has submitted to jurisdiction in this Section 5.10, suits and (c) waives and covenants not to assert or proceedings plead, by way of motion, as a defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that such Proceeding is brought in an inconvenient forum, that the venue of such Proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such Proceeding. Each Party knowingly and irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawhereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and construed and enforced in accordance with the Laws internal laws of the State of DelawareMaryland, without regard giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto party irrevocably and unconditionally confirms and agrees that it is and shall continue consents to be (a) subject submit to the exclusive jurisdiction of the courts Circuit Court for Baltimore City (Maryland) and the United States District Court for the District of the State of Delaware and of the federal courts sitting in the State of DelawareMaryland (Baltimore Division), and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actionsaction or proceeding, suits or proceedings arising out of or relating to this Agreement or Agreement, and the transactions actions contemplated by this Agreement (and agrees not to commence any litigation relating thereto action except in any such courtscourt); provided, that, with respect to any such action or proceeding filed in the Circuit Court for Baltimore City (Maryland), (ii) the parties will jointly request an assignment to the Business and Technology Case Management Program pursuant to Rule 16-308 of the Maryland Rules of Procedure. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such litigation action or proceeding in the Delaware Courts Circuit Court for Baltimore City (Maryland) or the United States District Court for the District of Maryland (Baltimore Division), and further, irrevocably and unconditionally waives, and agrees not to plead or claim in any Delaware Court such court, that any action or proceeding brought in any such litigation brought therein court has been brought in any an inconvenient forum. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesIN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawAND THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with and governed by the Laws laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and New York. (b) subject All judicial proceedings brought against any party to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally this Agreement (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (oreach, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the a “Delaware CourtsParty”) for any actions, suits or proceedings arising out of or relating to this Agreement or any of the transactions contemplated by other Secured Debt Documents shall be brought in any court of competent jurisdiction in the State of New York. By executing and delivering this Agreement Agreement, each Debtor, for itself and in connection with its properties, irrevocably: (i) accepts generally and agrees not to commence any litigation relating thereto except in unconditionally the non-exclusive jurisdiction and venue of such courts), ; (ii) waives any objection to the laying defense of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum non conveniens; (ciii) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of all process upon such party in any such action proceeding in any such court may be made by registered or proceeding shall be effective if certified mail, return receipt requested, to such process is given as a notice Party at its address provided in accordance with Section 8.1 or this Agreement; (iv) agrees that service as provided in clause (iv) above is sufficient to confer personal jurisdiction over such Party in any manner prescribed by the Laws of the State of Delaware. Nothing such proceeding in this Section 8.2 shall affect any such court and otherwise constitutes effective and binding service in every respect; and (v) agrees each Party hereto retains the right of any party to serve legal process in any other manner permitted by Lawlaw or to bring proceedings against any Party in the courts of any other jurisdiction. (c) Each Party waives its rights to a jury trial of any claim or cause of action based upon or arising under this Agreement or any of the other Secured Debt Documents or any dealings between them relating to the subject matter of this Agreement or the intents and purposes of the other Secured Debt Documents. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement and the other Secured Debt Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each Party acknowledges that this waiver is a material inducement to enter into a business relationship, that each Party has already relied on this waiver in entering into this Agreement, and that each Party will continue to rely on this waiver in its related future dealings. Each Party further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 25(c) and executed by each of the Parties), and this waiver will apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the other Secured Debt Documents or to any other documents or agreements relating thereto. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of DelawareNew York, without regard to principles relating to conflict of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delawarelaws. Each party hereto hereby irrevocably and unconditionally (i) consents submits, for itself and submits its property, to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery state and federal courts seated in New York County, New York (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over and any matter, appellate courts thereof) in any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or Agreement, and each of the transactions contemplated by this Agreement parties hereby irrevocably and unconditionally (and a) agrees not to commence any litigation relating thereto such action or proceeding except in such courts), (iib) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) 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 litigation in the Delaware Courts and agrees not to plead action or claim proceeding in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreementcourt, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees to service of process upon such party that a final judgment in any such action or proceeding shall be effective if such process is given as a notice conclusive and may be enforced in accordance with Section 8.1 other jurisdictions by suit on the judgment or in any other manner prescribed provided by law. Each party irrevocably consents to the Laws service of the State summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of Delawareitself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 12. Nothing in this Section 8.2 15 shall affect the right of any party to serve legal process in any other manner permitted by Lawlaw. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. To This Agreement, its construction and the maximum extent permitted by applicable Lawdetermination of any contractual or non-contractual rights, duties or remedies of the provisions parties arising out of or relating to this Agreement shall will be governed by by, enforced under and construed and enforced in accordance with the Laws laws of the State of DelawareCalifornia, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawlaws. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of DelawareAny legal suit, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or the transactions contemplated herein may be instituted in the United States District Court of the Southern District of California, and each party irrevocably submits to the non-exclusive jurisdiction of such court in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth in this Agreement (and agrees not to commence shall be effective service of process for any litigation relating thereto except suit, action or proceeding brought in such courts), (ii) waives court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such litigation in the Delaware Courts court and agrees agree not to plead or claim in any Delaware Court such court that any such litigation suit, action or proceeding brought therein in any such court has been brought in any an inconvenient forum. EACH PARTY HEREBY KNOWINGLY, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of DelawareVOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawTHIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced interpreted in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts laws of the State of Delaware and irrespective of the federal courts sitting choice of laws principles of the state of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies and in respect of the statute of limitations or any other limitations period applicable to any claim, controversy or dispute. (b) Each party to this Agreement (i) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below), (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, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Court of Chancery of the State of DelawareDelaware (or, and (b) subject to service only if the Court of process in Chancery of the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any a particular matter, any state or federal or state court located in within the State of Delaware) (the “Delaware Chosen Courts”), (iv) for waives any actions, suits claim of improper venue or proceedings arising out of or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by Transactions in any court other than the Chosen Courts. The parties to this Agreement (and agrees not to commence agree that mailing of process or other papers in connection with any litigation relating thereto except such action or proceeding in the manner provided in Section 9.1 or in such courts)other manner as may be permitted by applicable Law, (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts shall be valid and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, sufficient service thereof. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party Each of the parties hereto hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right such party it may have to a trial by jury in with respect of to any litigation Action directly or indirectly arising out of, under or relating to in connection with this Agreement or the transactions contemplated by this AgreementTransactions. Each of the parties hereto hereby: (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of any such Action, seek to enforce the foregoing waiver; and (dii) agrees acknowledges that it has been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law9.4(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement, and any Litigation in any way arising out of or relating to this Agreement, the provisions negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and construed and enforced in accordance with pursuant to the Laws of the State of Delaware, without regard giving effect to principles rules of conflicts conflict of lawLaws that would result in the application of Laws of any other jurisdiction. Each of the parties hereto party hereby irrevocably agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue consents to be (a) subject to the exclusive jurisdiction of the courts Court of Chancery in the State of Delaware situated in New Castle County and any State of Delaware appellate court therefrom or, to the extent the Court of Chancery of the State of Delaware and of the situated in New Castle County does not have subject matter jurisdiction or declines to accept personal jurisdiction over any party, any state or federal courts sitting court within New Castle County in the State of DelawareDelaware and any appellate court therefrom (collectively, and (bthe “Chosen Courts”) subject in any Litigation described in the immediately preceding sentence of this Section 9.08(a) that is brought by any such party or its successors or assigns. Each party irrevocably consents to the service of any and all process in any such Litigation by the delivery of such process in the State of Delawaremanner provided in Section 9.01. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation Litigation arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise) in the Delaware Courts Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Delaware Chosen Court that any such litigation Litigation brought therein in any Chosen Court has been brought in any an inconvenient forum. Each party agrees that it will not bring or support, or permit any of its Affiliates to bring or support, any Litigation (cincluding any cross-claim or third-party claim) acknowledges of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated hereby, in any forum other than the Chosen Courts, and that the provisions of Section 9.08(b) relating to the waiver of jury trial shall apply to any such Litigation. Each party further agrees that any final and nonappealable judgment against any of them in any Litigation described in the first sentence of this Section 9.08(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. The provisions of this Section 9.08(a) shall be subject to any contrary provisions of Section 9.08(c) below, solely with respect to the subject matter covered in such Section 9.08(c). (b) Any controversy that may arise under or relate to this Agreement or the transactions contemplated hereby is likely to involve complicated and difficult issues, and ; therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation Litigation directly or indirectly arising out of or relating to this Agreement or Agreement, the Financing, the transactions contemplated by this Agreementhereby or thereby or the legal relationship between the parties (whether at law or in equity, and whether in contract or in tort or otherwise). Each party certifies and acknowledges that (di) agrees no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, if there is any Litigation, seek to service of process upon enforce the foregoing waiver, (ii) such party in any understands and has considered the implications of this waiver, (iii) such action or proceeding shall be effective if party makes this waiver voluntarily and (iv) such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by party has been induced to enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law9.08(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed in all respects by the laws of the State of New York except, in the case of the Company, to the extent that the DGCL is mandatorily applicable. (b) Each of the Company and construed the Purchaser hereby irrevocably and enforced unconditionally consents to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware and in accordance with the Laws courts hearing appeals therefrom unless exclusive jurisdiction over such matter is vested in the federal courts, in which event each party hereto irrevocably consents to the exclusive jurisdiction and venue of the federal courts within the State of Delaware, without regard and the courts hearing appeals therefrom, for any action, suit or proceeding arising out of or relating to principles this Agreement and the transactions contemplated hereby. Each of conflicts the Company and the Purchaser irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any claim that is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 9.3, that it or its property is exempt or immune from jurisdiction of any such court 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 to the fullest extent permitted by applicable law, that the action, suit or proceeding in any such court is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a1) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) extent such party is not otherwise subject to service of process in the State of Delaware. Each party hereto hereby irrevocably , to appoint and unconditionally maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (i2) consents and submits that, to the exclusive personal jurisdiction fullest extent permitted by applicable law, service of process may be made on such party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and venue that such service shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the agreement of the Delaware Court parties hereto to appoint and maintain an agent for service of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located process in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party that has not as of the date hereof duly appointed such an agent does hereby irrevocably appoint Corporation Service Company as such agent. Each of the Company and unconditionally waives any right such party may have the Purchaser expressly acknowledges that the foregoing waivers are intended to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or be irrevocable under the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws laws of the State of Delaware. Nothing Delaware and of the United States of America; provided that consent by the parties hereto to jurisdiction and service contained in this Section 8.2 9.3 is solely for the purpose referred to in this Section 9.3 and shall affect not be deemed to be a general submission to said courts or in the right State of any party to serve legal process in any Delaware other manner permitted by Lawthan for such purpose. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS AND FOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware This Agreement and of the federal courts sitting in the State of Delawareall Actions (whether based on contract, and (btort or otherwise) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying actions of venue of any such litigation Sibelco or Covia in the Delaware Courts negotiation, administration, performance and agrees not to plead or claim enforcement thereof shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under any Delaware Court that such litigation brought therein has been brought in applicable principles of conflicts of laws thereof. (b) In any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect Action between the Parties arising out of any litigation directly or indirectly arising or relating to this Agreement or any of the transactions contemplated by this Agreementhereby, each of the Parties (i) irrevocably and (d) agrees unconditionally consents and submits to service the exclusive jurisdiction and venue of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws Court of Chancery of the State of Delaware in and for New Castle County, Delaware or any federal court sitting in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (iii) agrees that it will not bring any such action in any court other than the Court of Chancery for the State of Delaware in and for New Castle County, Delaware, or any federal court sitting in the State of Delaware and appellate courts thereof. Nothing Each Party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 8.2 3.6 in any such Action by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 3.5. However, the foregoing shall affect not limit the right of any a Party to effect service of process on the other party to serve legal process in by any other manner permitted by Lawlegally available method.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall will be governed by and construed and enforced in accordance with the Laws laws of the State of DelawareIllinois, without regard to principles of any choice or conflicts of lawlaw provision that would cause the application of the laws of any other jurisdiction. This Agreement will not be subject to any of the provisions of the United Nations Convention on Contracts for the International Sale of Goods. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto Parties irrevocably and unconditionally confirms submits, for itself and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delawareits property, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of any Illinois state court or Federal court of the Delaware Court United States of Chancery (orAmerica, solely if the Delaware Court of Chancery declines in either case sitting in Xxxx County, Illinois, and any appellate court to accept jurisdiction over any matterthereof, in any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such action or proceeding except in such courts), (ii) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in such Illinois state court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and DMLIB-#442086-v5-SHLD_SHO_Supplemental_Agreement.DOCX effectively do so, any objection that it may now or hereafter have to the laying of venue of any such litigation action or proceeding in any such Illinois state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Illinois state or Federal court. A final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the Delaware Courts and agrees not manner provided for notices in Section 2.05. Nothing in this Agreement will affect the right of any Party to plead or claim serve process in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, other manner permitted by law. (c) Each Party acknowledges and agrees that any each controversy that may arise under this Agreement is likely to involve complicated and difficult issuesissues and, and therefore each such party hereby therefore, it irrevocably and unconditionally waives any right such party all rights it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreementhereby. Each Party certifies and acknowledges that (i) it understands and has considered the implications of such waivers, (ii) it makes such waivers voluntarily, and (diii) agrees it has been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law2.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § ss. 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (ia) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) Delaware (the “"Delaware Courts”) "), including the Delaware Court of Chancery in and for New Castle County, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (iib) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement and the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the conflicts of law. Each law rules of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and such State. (b) subject The parties hereto agree that any proceeding seeking to service of process enforce any provision of, or based on any matter arising out of, relating to or in connection with, this Agreement or the transactions contemplated by this Agreement shall be brought in the State of DelawareDelaware Courts. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction of the Delaware Courts in respect of any legal or equitable proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the proceeding is brought in an inconvenient forum, that the venue of the Delaware Court of Chancery (or, solely if proceeding is improper or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by such courts. Each party hereto agrees that any decision rendered by the Delaware Court Courts in accordance with this Section 7 shall be enforceable by any court of Chancery declines to accept jurisdiction over competent jurisdiction, including by injunctive relief or order for specific performance. Each party hereto agrees that notice or the service of process in any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation shall be properly served or delivered if delivered in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial manner contemplated by jury in respect Section 8.7 of any litigation directly or indirectly arising or relating to this the Merger Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawlaw as follows: If to the Investors or Parent, to: c/o Brookfield Capital Partners LLC 200 Xxxxx Xxxxxx New York, NY 10281 Attention: Dxxx Xxxxxxx Dxxx Xxxxxx Email: dxxx.xxxxxxx@xxxxxxxxxx.xxx dxxx.xxxxxx@xxxxxxxxxx.xxx with a copy (which shall not constitute notice) to: Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Lxxxxxx Xxxxxxx Cxxxxx Xxxx Email: lxxxxxx.xxxxxxx@xxxxxxxxx.xxx cxxxxx.xxxx@xxxxxxxxx.xxx (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 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 7(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this This Agreement shall be governed by and by, construed and enforced in accordance with the Laws laws of the State of Delaware, New York without regard to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be Any action, claim, suit or other legal proceeding (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the a “Delaware CourtsProceeding”) for any actions, suits or proceedings 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 (or in any court in which appeal from such courts may be taken) (the transactions contemplated by this Agreement “Specified Courts”). Each Party hereto hereby (and agrees not to commence any litigation relating thereto except in such courts), (iia) waives any objection submits to the laying of venue exclusive jurisdiction of any such litigation in Specified Court for the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect purpose of any litigation directly or indirectly Proceeding arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient 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 Specified Court. Each Party agrees that a final judgment in any 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 Proceeding relating to the transactions contemplated by this Agreement, and (d) agrees to service on behalf of process upon such party in any such action itself, or proceeding shall be effective if its property, by personal delivery of copies of such process is given as a notice to such Party at the applicable address set forth in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware‎Section 5.6. Nothing in this Section 8.2 ‎Section 5.10 shall affect the right of any party Party to serve legal process in any other manner permitted by Lawlaw. Each Party hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawlaws thereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over In any matter, any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or any of the transactions contemplated Transactions: (i) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) each of the parties irrevocably consents to service of process by this Agreement first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.2. Each of the parties irrevocably and unconditionally (and 1) agrees not to commence any litigation relating thereto such action or proceeding except in such courts)the Delaware Courts, (ii2) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such litigation action or proceeding in the Delaware Courts and agrees not (4) waives, to plead the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or claim proceeding in any the Delaware Court Courts. The parties agree that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party final judgment in any such action or proceeding shall be effective if such process is given as a notice conclusive and may be enforced in accordance with Section 8.1 other jurisdictions by suit on the judgment or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted provided by LawApplicable Laws; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (b) The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the parties acknowledge and agree that (i) the parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 9.6(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 9.6(b) shall not be required to provide any bond or other security in connection with any such Order. (c) EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (I) MAKES THIS WAIVER VOLUNTARILY AND (II) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 9.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of DelawareAll disputes, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal claims or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversies arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of Company, Parent and Merger Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery in the State of Delaware and any court of appeal therefrom (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Chosen Courts and agrees not to plead or claim in any Delaware Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (ci) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each the extent such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of personally within the State of Delaware. Nothing The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Section 8.2 Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall affect be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the right of any party terms and provisions hereof in the Chosen Courts, this being in addition to serve legal process in any other manner permitted by Lawremedy to which they are entitled at law or in equity. (b) IN ANY ACTION OR PROCEEDING ARISING HEREFROM, THE PARTIES HERETO CONSENT TO TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ITS SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with with, and the Laws rights of the Parties shall be governed by, the internal laws of the State of DelawareNew York, without regard giving effect to the conflict of laws principles of conflicts of lawthereof. Each of the parties hereto Parties irrevocably agrees that any legal action, suit, or proceeding (each a “Proceeding”) arising out of, or directly or indirectly arising out of, or relating to this Agreement involves at least $100,000 or the transactions contemplated hereby (whether based on contract, tort or any other theory) brought by any Party or its successors or assigns shall be brought and that determined in Bankruptcy Court, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court for itself and with respect to its property, generally and unconditionally, with regard to any such Proceeding arising out of or relating to this Agreement has been entered into in express reliance upon 6 Del. C. § 2708and the Restructuring. Each of the parties Parties agrees not to commence any Proceeding relating hereto irrevocably and unconditionally confirms and or thereto except in the Bankruptcy Court. Each of the Parties further agrees that it is and notice as provided in Section 23 of this Agreement shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to constitute sufficient service of process in and the State of DelawareParties further waive any argument that such service is insufficient. Each party hereto of the Parties hereby irrevocably and unconditionally waives and agrees not to assert that a Proceeding in the Bankruptcy Court is brought in an inconvenient forum or the venue of such Proceeding is improper. (ib) consents and submits Each Party hereby waives, to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterfullest extent permitted by applicable law, any federal right it may have to a trial by jury in any Proceeding arising out of or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits directly or proceedings indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby (and agrees not to commence any litigation relating thereto except in such courts)whether based on contract, (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead tort or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawtheory).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement (and unless otherwise specifically stated therein, the provisions of this Agreement each other Transaction Document) shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, New York without regard giving effect to principles any choice or conflict of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be law provision or rule (a) subject to the jurisdiction of the courts whether of the State of Delaware and New York or any other jurisdiction) that would cause the application of the federal courts sitting in Laws of any jurisdiction other than the State of Delaware, and New York. (b) subject Except as otherwise provided in this Agreement, the Parties hereto irrevocably (i) consent to service submit to the exclusive jurisdiction of process in the Supreme Court of the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue New York, County of the Delaware Court of Chancery (New York, or, solely if the Delaware Court of Chancery declines to accept under applicable Law exclusive jurisdiction over any matter, any federal or state court located is vested in the State Federal courts, the United States District Court for the Southern District of Delaware) New York sitting in New York County (and appellate courts thereof), for the “Delaware Courts”) for purposes of any actions, suits or proceedings Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)hereby, (ii) waives waive any objection to the laying of venue of any Legal Proceeding brought in such litigation in the Delaware Courts court, (iii) waive and agrees agree not to plead or claim in any Delaware Court such court that any such litigation Legal Proceeding brought therein in any such court has been brought in any an inconvenient forum, (civ) acknowledges and agrees agree that the Laws described in the second sentence of Section 12.2(a) shall govern any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreementaction, and (dv) agrees to agree that service of process or of any other papers upon such party in any Party by registered mail at the address to which notices are required to be sent to such action or proceeding Party under Section 12.5 shall be deemed good, proper and effective if service upon such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawParty.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) This Agreement and all matters regarding the maximum extent permitted by applicable Lawvalidity, the provisions interpretation and enforcement of this Agreement shall will be construed and governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles the conflict of conflicts of law. Each Laws provisions (whether of the parties hereto agrees State of Delaware or any other state or jurisdiction) that would cause the Laws of another state or jurisdiction to apply. (b) By execution and delivery of this Agreement involves at least $100,000 Agreement, each Party irrevocably (i) submits and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject consents to the personal jurisdiction of the Chancery Court of the State of Delaware or, if the Chancery Court declines jurisdiction, any state and federal courts of the State of Delaware for itself and in respect of its property in the event that any Action or dispute arises out of this Agreement or any of the federal courts sitting in the State of Delawaretransactions contemplated hereby, (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 (biii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over agrees that it will not bring any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or Action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any other court. Subject to compliance with the provisions of Section 9.14, if applicable, each of the Parties irrevocably and unconditionally waives (and agrees not to commence any litigation relating thereto except in such courts), (iiplead or claim) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect dispute arising out of any litigation directly or indirectly arising or relating to this Agreement or any of the transactions contemplated by this Agreement, hereby in the state and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws federal courts of the State of Delaware, or that any such dispute brought in any such court has been brought in an inconvenient or improper forum. Nothing in this Section 8.2 shall affect The Parties further agree that the right mailing by certified or registered mail, return receipt requested, of any party to serve legal process in required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other manner permitted means provided by Lawstatute or rule of 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 TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.04(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws of the State of Delaware, Delaware without regard to principles the conflict or choice of conflicts laws provisions thereof that would give rise to the application of lawthe domestic substantive Law of any other jurisdiction. Each of the parties hereto agrees that to this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue (i) consents to be (a) subject submit itself to the exclusive personal jurisdiction of the courts Court of Chancery of the State of Delaware and and, if the Court of the federal courts sitting in Chancery of the State of DelawareDelaware denies jurisdiction, and (b) subject to service of process in then the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to state courts or the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court Federal courts located in New York County, New York (each party hereby agreeing not to challenge the State jurisdiction of Delaware) (the “Delaware Courts”) for any actionssuch courts or appropriateness of such jurisdiction or venue), suits in any action or proceedings proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (dii) agrees to service that all claims in respect of process upon such party in any such action or proceeding shall be effective if heard and determined in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process is given as a notice to the party to be served at the address and in accordance with the manner provided for the giving of notices in Section 8.1 8.2 or in any such other manner prescribed as may be permitted by the Laws of the State of Delawareapplicable Law. Nothing in this Section 8.2 8.4, however, shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) The validity, the provisions interpretation and enforcement of this Agreement shall will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to the conflict of law principles of conflicts of law. Each thereof that would result in the application of the parties hereto agrees Laws of another jurisdiction; provided, however, that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each (i) matters involving the internal corporate affairs of OIL or OSIL shall be governed by the laws of the parties hereto irrevocably State of Israel and unconditionally confirms and agrees (ii) provisions relating to the Court Approval or the Merger that it is and shall continue are required under Israeli law to be governed by Israeli law will be so governed. (ab) subject By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of this Agreement or any of the federal courts sitting in the State of DelawareTransactions, (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 (biii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over agrees that it will not bring any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or action relating to this Agreement or any of the transactions contemplated by this Agreement Transactions in any other court. Each of the Parties irrevocably and unconditionally waives (and agrees not to commence any litigation relating thereto except in such courts), (iiplead or claim) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect dispute arising out of any litigation directly or indirectly arising or relating to this Agreement or any of the transactions contemplated by this Agreement, Transactions in the state and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws federal courts of the State of Delaware, or that any such dispute brought in any such court has been brought in an inconvenient or improper forum. Nothing in this Section 8.2 shall affect The Parties further agree that the right mailing by certified or registered mail, return receipt requested, of any party to serve legal process in required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other manner permitted means provided by Lawstatute or rule of 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 TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) The validity, the provisions interpretation and enforcement of this Agreement shall will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to the conflict of law principles of conflicts of law. Each thereof that would result in the application of the parties hereto agrees Laws of another jurisdiction; provided, however, that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each (i) matters involving the internal corporate affairs of OIL or OSIL shall be governed by the laws of the parties hereto irrevocably State of Israel and unconditionally confirms and agrees (ii) provisions relating to the Court Approval or the Merger that it is and shall continue are required under Israeli law to be governed by Israeli law will be so governed. (ab) subject By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of this Agreement or any of the federal courts sitting in the State of Delawaretransactions contemplated by this Agreement, (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 (biii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over agrees that it will not bring any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or action relating to this Agreement or any of the transactions contemplated by this Agreement hereunder in any other court. Each of the Parties irrevocably and unconditionally waives (and agrees not to commence any litigation relating thereto except in such courts), (iiplead or claim) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect dispute arising out of any litigation directly or indirectly arising or relating to this Agreement or any of the transactions contemplated by this Agreement, hereunder in the state and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws federal courts of the State of Delaware, or that any such dispute brought in any such court has been brought in an inconvenient or improper forum. Nothing in this Section 8.2 shall affect The Parties further agree that the right mailing by certified or registered mail, return receipt requested, of any party to serve legal process in required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other manner permitted means provided by Lawstatute or rule of 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 TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall and all actions arising under or in connection therewith will be governed by and construed and enforced in accordance with the Laws of the State of DelawareDelaware (“Delaware Law”), without regard to regardless of any Laws that might otherwise govern under applicable principles of conflicts of lawlaw thereof. Each The parties expressly acknowledge and agree that: (i) the requirements of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. 2708 are satisfied by the provisions of this Agreement and that such statute mandates the application of Delaware Law to this Agreement, the relationship of the parties, the transactions contemplated hereby, and the interpretation and enforcement of the rights and duties of any Party; (ii) the parties have a reasonable basis for the application of Delaware Law to this Agreement, the relationship of the parties, the transactions contemplated hereby, and the interpretation and enforcement of the rights and duties any Party; (iii) no other jurisdiction has a materially greater interest in the foregoing; and (iv) the application of Delaware Law would not be contrary to the fundamental policy of any other jurisdiction that, absent the parties’ choice of Delaware Law hereunder, would have an interest in the foregoing. (b) Each of the parties hereto Parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal legal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating Proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by this Agreement (the other party hereto or its successors or assigns will be brought and determined in the Court of Chancery in the State of Delaware and, if such court declines jurisdiction, any other state court of the State of Delaware or the United States District Court for the District of Delaware, and each of the Parties hereby irrevocably submits with respect to any action or Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to commence assert, by way of motion, as a defense, counterclaim or otherwise, in any litigation relating thereto except action or Proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courtscourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), or (c) to the fullest extent permitted by Law, that (i) the suit, action or Proceeding in any such court is brought in an inconvenient forum, (ii) waives any objection to the laying of venue of any such litigation suit, action or Proceeding is improper or (iii) this Agreement, or the subject matter hereof, is not enforceable in the Delaware Courts and agrees not to plead or claim in any Delaware Court that by such litigation brought therein has been brought in any inconvenient forum, courts. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issuesEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT OR ACTION RELATED HERETO OR THERETO. Each Party to this Agreement certifies and acknowledges that (i) no Representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the transactions contemplated by foregoing waiver in the event of a legal action, (ii) such Party has considered the implications of this Agreementwaiver, (iii) such Party makes this waiver voluntarily, and (div) agrees such Party has been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waivers and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law6.4(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts laws of the State of Delaware and without regard to any choice of laws or conflict of laws provisions that would require the application of the federal courts sitting in the State laws of Delaware, and (b) subject to service of process in the State of Delawareany other jurisdiction. Each party hereto The Parties hereby irrevocably and unconditionally (i) consents and submits consent to submit to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over and any matter, any federal or state appellate court located in therefrom within the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or and the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such hereby. Each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party hereby irrevocably waives any defense in any such action, suit or proceeding that it is not personally subject to the jurisdiction of the above named courts and to the fullest extent permitted by applicable Law, that the action, suit or proceeding in any such court is brought in an inconvenient forum or that the venue of such suit, action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawimproper. (b) EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the maximum extent permitted by applicable Lawnegotiation, the provisions execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed and enforced in accordance with the internal Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) except for any actions, suits claims or proceedings causes of action brought by or against TAMUS arising out of or relating to this Agreement as such claims must be governed by the internal Laws of the State of Texas. (b) Each of the Parties hereby irrevocably and unconditionally consents to submit any dispute arising under or in connection with this Agreement, any agreement, document or instrument entered into pursuant to this Agreement, or the transactions contemplated by hereby, with respect to any provision of this Agreement or any agreement entered into pursuant to this Agreement (a “Dispute”) to the sole and exclusive jurisdiction of any state or federal courts located in the State of Delaware (the “Chosen Courts”). Each party agrees not to commence any litigation relating thereto to any Dispute except in such courts)the Chosen Courts, (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and Chosen Courts, agrees not to plead or claim in any Delaware Chosen Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and . Each of the Parties hereto agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt. Service made pursuant to the preceding sentence above shall have the same legal force and effect as if served upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of personally within the State of Delaware. Nothing Notwithstanding the dispute resolution procedures set forth in this Section 8.2 9.5, in the event of an actual or threatened breach of this Agreement, the aggrieved party may seek equitable relief (including restraining orders, specific performance or other injunctive relief), without first submitting to any dispute resolution procedures hereunder. Further, notwithstanding the foregoing, this Section 9.5(b) shall affect the right of any party not apply to serve legal process in any other manner permitted by LawTAMUS. (c) EXCEPT AS LIMITED BY APPLICABLE LAW, EACH PARTY HERETO (OTHER THAN TAMUS) HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (ai) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (bii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (ia) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) Delaware (the “Delaware Courts”) ), including the Delaware Court of Chancery in and for New Castle County, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (iib) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, forum and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by and construed and enforced in accordance with the Laws laws of the State of Delaware, without regard to principles of the laws that might be applicable under conflicts of law. laws principles; provided, that the matters affecting the validity of the corporate action taken by the Company, Parent or Merger Sub relating to the Merger shall be governed by the laws of the State of Florida. (b) Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents submits, for itself and submits its property, to the exclusive personal jurisdiction and venue of any Delaware State court, or Federal court of the Delaware Court United States of Chancery (orAmerica, solely if the Delaware Court of Chancery declines to accept jurisdiction over sitting in Delaware, and any matterappellate court from any thereof, in any federal action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated by this Agreement hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (and i) agrees not to commence any litigation relating thereto such action or proceeding except in such courts), ; (ii) waives agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware 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 litigation in the Delaware Courts and agrees not to plead action or claim proceeding in any such Delaware Court that State or Federal court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such litigation brought therein has been brought action or proceeding in any inconvenient forum, (c) acknowledges and such Delaware State or Federal court. Each of the parties hereto agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party final judgment in any such action or proceeding shall be effective if such process is given as a notice conclusive and may be enforced in accordance with Section 8.1 other jurisdictions by suit on the judgment or in any other manner prescribed provided by law. Each party to this Agreement irrevocably consents to service of process in the Laws of the State of Delawaremanner provided for notices in Section 8.2. Nothing in this Section 8.2 shall Agreement will affect the right of any party to this Agreement to serve legal process in any other manner permitted by Lawlaw. (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 TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 MAKES SUCH WAIVERS VOLUNTARILY; AND (iii) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) Except as otherwise provided in this Agreement, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, Delaware without regard giving effect to principles any choice or conflict of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be law provision or rule (a) subject to the jurisdiction of the courts whether of the State of Delaware and or any other jurisdiction) that would cause the application of the federal courts sitting in Laws of any jurisdiction other than the State of Delaware, and . (b) subject to service of process Except as otherwise provided in this Agreement, the State of Delaware. Each party parties hereto hereby irrevocably and unconditionally (i) consents and submits consent to submit to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over or any matter, any federal or state Federal court located in the State of Delaware) (, for the “Delaware Courts”) for purposes of any actions, suits or proceedings Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)Transaction, (ii) waives waive any objection to the laying of venue of any Action brought in such litigation in the Delaware Courts court, (iii) waive and agrees agree not to plead or claim in any Delaware Court such court that any such litigation Action brought therein in any such court has been brought in any an inconvenient forum, and (iv) agree that service of process or of any other papers upon such party by registered mail at the address to which notices are required to be sent to such party under Section 12.02 shall be deemed good, proper and effective service upon such party. (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely Each party hereto hereby waives, to involve complicated and difficult issuesthe fullest extent permitted by applicable Law, and therefore each such party hereby irrevocably and unconditionally waives any right such party it may have to a trial by jury in respect of any litigation directly or indirectly Action arising or relating to this Agreement or the transactions contemplated by out of this Agreement, the Ancillary Agreements, or the Transaction. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (dii) agrees acknowledges that it and the other parties hereto have been induced to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by enter into this Agreement by, among other things, the Laws of the State of Delaware. Nothing mutual waiver and certifications in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Law12.11(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawlaws thereof. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over In any matter, any federal Action or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings proceeding arising out of or relating to this Agreement or any of the transactions contemplated Transactions: (i) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) each of the parties irrevocably consents to service of process by this Agreement first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.2. Each of the parties irrevocably and unconditionally (and 1) agrees not to commence any litigation relating thereto such Action or proceeding except in such courts)the Delaware Courts, (ii2) waives agrees that any claim in respect of any such Action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such litigation Action or proceeding in the Delaware Courts and agrees not (4) waives, to plead the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Action or claim proceeding in the Delaware Courts. The parties agree that a final judgment in any Delaware Court that such litigation brought therein has been brought Action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any inconvenient forumother manner provided by Applicable Laws; provided, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (cb) acknowledges and agrees The parties agree that any controversy irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that may arise the parties do not perform their obligations under the provisions of this Agreement is likely in accordance with its specified terms or otherwise breach such provisions. Subject to involve complicated the following sentence, the parties acknowledge and difficult issuesagree that (i) the parties shall be entitled to an injunction or injunctions, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have specific performance, or other equitable relief, to a trial by jury in respect prevent breaches of any litigation directly or indirectly arising or relating to this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 9.6(a) without proof of damages or the transactions contemplated by otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (dii) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor parent would have entered into this Agreement. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction or injunctions to service prevent breaches of process upon such party in any such action or proceeding shall be effective if such process is given as a notice this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 9.6(b) shall affect the right of not be required to provide any party to serve legal process bond or other security in connection with any other manner permitted by Lawsuch Order or injunction. (c) EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (I) MAKES THIS WAIVER VOLUNTARILY AND (II) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 9.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable LawThis Agreement, the provisions and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard giving effect to principles or rules of conflicts conflict of lawlaws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Each Any action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the United States District Court for the District of Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware, and each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and 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 and jurisdiction, venue or convenience of forum, agrees that all claims in respect of the Delaware Court of Chancery (oraction shall be heard and determined only in any such court, solely if the Delaware Court of Chancery declines and agrees not to accept jurisdiction over bring any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings action arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim hereby in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding other court. Nothing herein contained shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall deemed to affect the right of any party to serve legal process in any other 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 OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed in all respects by and construed and enforced in accordance with the Laws of the State of DelawareNew Jersey. Any disagreement, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delawareissue, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (ordispute, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterclaim, any federal demand or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversy arising out of or relating to this Agreement (each, a “Dispute”) shall be brought in the United States District Court for the District of New Jersey in New Jersey or any court in the transactions contemplated by this Agreement state of New Jersey, so long as one of such courts shall have subject matter jurisdiction over such Dispute. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such Dispute and irrevocably waives, to commence any litigation relating thereto except in such courts)the fullest extent permitted by Law, (ii) waives any objection that it may now or hereafter have to the laying of the venue of any such litigation in the Delaware Courts and agrees not to plead or claim Dispute in any Delaware Court such court and that any such litigation Dispute which is brought therein in any such court has been brought in any an inconvenient forum. Process in any such Dispute may be served on any party anywhere in the world, (c) acknowledges and whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon on such party as provided in any such action or proceeding Section 3.7 shall be deemed effective if service of process on such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawparty. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed in all respects by and construed and enforced in accordance with the Laws laws of the State of Delaware. Any disagreement, without regard to principles of conflicts of law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delawareissue, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (ordispute, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matterclaim, any federal demand or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings controversy arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts)each, (iia “Dispute”) waives any objection to the laying of venue of any such litigation shall be brought in the United States District Court for the District of Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws Chancery of the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Dispute. Nothing Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in this Section 8.2 shall affect any such Dispute and irrevocably waives, to the right fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any party to serve legal process such Dispute in any other manner permitted by Lawsuch 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, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.8 shall be deemed effective service of process on such party. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law(a) This Agreement, the provisions CVRs and all disputes or controversies arising out of or relating to this Agreement Agreement, the CVRs or the transactions contemplated hereby shall be governed by by, and construed and enforced in accordance with with, the Laws internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of conflicts the State of law. Delaware. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement involves at least $100,000 brought by any party or its Affiliates against any other party or its Affiliates shall be brought and that this Agreement has been entered into determined in express reliance upon 6 Del. C. § 2708. Each the Court of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts Chancery of the State of Delaware and Delaware; provided, that if jurisdiction is not then available in the Court of the federal courts sitting in Chancery of the State of Delaware, and (b) subject to service of process then any such legal action or proceeding may be brought in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, including the Merger. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware) (, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the “Delaware Courts”) for parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any actionsargument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, suits and agrees not to assert, by way of motion or proceedings as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement hereby, including the Merger, (and agrees i) any claim that it is not personally subject to commence the jurisdiction of the courts in Delaware as described herein for any litigation relating thereto except in such courts)reason, (ii) waives any objection to the laying of venue that it or its property is exempt or immune from jurisdiction of any such litigation court 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 Delaware Courts and agrees not to plead suit, action or claim proceeding in any Delaware Court that such litigation brought therein has been court is brought in any an inconvenient forum, (cB) acknowledges and agrees that any controversy that may arise under this Agreement the venue of such suit, action or proceeding is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly improper or indirectly arising or relating to this Agreement or the transactions contemplated by (C) this Agreement, and or the subject matter hereof, may not be enforced in or by such courts. (dc) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of DelawareEACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CVRS OR THE TRANSACTIONS CONTEMPLATED HEREBY. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by LawEACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (ii) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. To the maximum extent permitted by applicable Law, the provisions of this (a) This Agreement shall be governed in all respects (including as to validity, interpretation and effect) by and construed and enforced in accordance with the Laws internal laws of the State of DelawareNew York, without regard giving effect to any conflict of laws rules or principles that would require or permit the application of conflicts of law. another jurisdiction’s laws. (b) Each of the parties hereto party hereby irrevocably agrees that any action or proceeding arising out of any dispute in connection with this Agreement involves at least $100,000 and that this Agreement has been entered into Agreement, any rights or obligations hereunder or the performance of such rights or obligations shall be brought exclusively in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of New York or the federal courts sitting of the United States of America located in the State of Delaware, New York and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (i) consents and expressly submits to the exclusive personal jurisdiction and venue of such courts for the Delaware Court purposes thereof and expressly waives any claim of Chancery (orimproper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, solely if action or proceeding by the Delaware Court mailing of Chancery declines copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to accept jurisdiction over any matter, any federal or state court located its address set forth in the State of DelawareTransaction Agreement, such service to become effective 10 days after such mailing. (c) (the “Delaware Courts”) for Each party hereby waives all rights to a jury trial with respect to any actions, suits action or proceedings claim arising out of any dispute in connection with this Agreement, any rights or relating obligations hereunder or the performance of such rights and obligations. Each party (i) certifies that no representative, agent or attorney of any person has represented, expressly or otherwise, that any person would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that the other parties have been induced to enter into this Agreement or and the transactions contemplated by this Agreement (hereby by, among other things, the waivers and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.1 or in any manner prescribed by the Laws of the State of Delaware. Nothing in this Section 8.2 shall affect the right of any party to serve legal process in any other manner permitted by Lawcertifications contained herein.