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

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be construed and enforced in accordance with, and any Legal Action or controversy arising out the rights of or relating hereto, the Parties shall be governed by, and construed in accordance with, the Laws law of the State of DelawareNew York, without regard giving effect to choice or the conflict of law laws principles thereof. Each of the parties Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan in the State of New York, and, in the event the Company becomes the subject of any bankruptcy cases under chapter 11 of title 11 of the United States Code, the presiding bankruptcy court, and each of the Parties hereby irrevocably and unconditionally submits to the personal exclusive jurisdiction of the Court of Chancery of the State of Delaware (oraforesaid courts for itself and with respect to its property, only if such court declines generally and unconditionally, with regard to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions proceeding arising in connection with out of or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only Transaction. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the Chosen Courtscourts described above, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby other than proceedings in any court other than the Chosen Courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court as described herein. Each party to this Agreement 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. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: Transaction, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts courts in New York as described herein for any reason; , (Bii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) that (xA) the Legal Action proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(a) All disputes, and any Legal Action claims or controversy controversies arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of DelawareAgreement, or if jurisdiction is not then available in the United States District Court for the District negotiation, validity or performance of Delaware (but only in such event)this Agreement, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried governed by and determined only construed in accordance with the Chosen Courts, (iv) waives any claim laws of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating State of Delaware without regard to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsits rules of conflict of laws. Each party to this Agreement of Target, Parent and Merger Sub hereby irrevocably and unconditionally waivesconsents 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, and agrees not to assertif under applicable law exclusive jurisdiction is vested in the federal courts, by way any court of motion or as a defense, counterclaim or otherwise, the United States located in the State of Delaware (the “Chosen Courts”) for any Legal Action litigation arising out of or relating to this Agreement Agreement, or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction negotiation, validity or performance of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (i) to the extent such party is not otherwise subject matter hereofto 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 personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of 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 enforced entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in or by such the Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5this being in addition to any other remedy to which they are entitled at law or in equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, by the Laws laws of the State of Delaware, without regard to choice or its rules of conflict of law principles thereoflaws notwithstanding. Each of the parties party hereby agrees and consents to this Agreement irrevocably and unconditionally submits be subject to the personal jurisdiction of the Court of Chancery of the State of Delaware (in and for New Castle County, or if the Court of Chancery denies or lacks jurisdiction over such dispute, in any federal court having jurisdiction over the matter situated in New Castle County, Delaware, or, only if such court declines both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a such particular matterdispute, then in any other appropriate state court within the United States District Court for the District State of Delaware, or if jurisdiction is not then available and, in the United States District Court for the District of Delaware (but only in such event)each case, then in any Delaware state court sitting in New Castle County) and any appellate court from therefrom, in any Action seeking to enforce any provision of, or based on any matter arising out of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to with, this Agreement or the transactions contemplated hereby. Each party hereby shall be brought, tried irrevocably consents to the service of any and determined only all process in any such Action by the delivery of such process to such party at the address and in the Chosen Courts, (iv) manner provided in Section 10.1 hereof. Each of the parties hereto irrevocably and unconditionally waives any claim objection to the laying of improper venue of any action, suit or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any federal court having jurisdiction over the matter situated in New Castle County, Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over such particular dispute, any other than appropriate state court within the Chosen Courts. Each party to this Agreement State of Delaware, and, in each case, any appellate court therefrom, and hereby further irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws applicable laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicable laws of any jurisdiction other than the State of Delaware to be applied. Each of the parties hereto irrevocably (a) consents to this Agreement irrevocably and unconditionally submits submit itself to the personal jurisdiction of the Delaware Court of Chancery, or in the event (but only in the event) that the Delaware Court of Chancery of the State of Delaware (or, only if such court declines to accept does not have subject matter jurisdiction over a particular mattersuch legal action or proceeding, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the event (but only in the event) that such United States District Court for the District of Delaware (but only in also does not have subject matter jurisdiction over such event)legal action or proceeding, then in any Delaware state court sitting in New Castle County) and , in connection with any appellate court from any matter based upon or arising out of such courts (this Agreement or the “Chosen Courts”)actions of the parties hereof, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum court and (vc) agrees that it will not bring any Legal Action action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtscourts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: (A) Agreement, any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above-named courts for any reason; (B) reason other than the failure to serve process in accordance with this Section 10.1, that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); , and (C) to the fullest extent permitted by applicable law, that (x) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (y) that the venue of such Legal Action suit, action or proceeding is improper improper, or (z) that this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts 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 a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 10.1 is solely for the purpose referred to in this Section 10.1 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVERPROCEEDING, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.CLAIM OR COUNTERCLAIM

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery laws of the State of Delaware (orwithout giving effect to its choice of law principles). Subject to Section 7(e), for purposes of any legal action, suit or proceeding (an “Proceeding”) arising out of or in connection with this Agreement or any transaction contemplated hereby, each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware (provided, that if, and only if after, such court declines to accept courts determine that they lack subject matter jurisdiction over a particular matterany Proceeding, then such Proceeding shall be brought in the federal courts of the United States District Court for the District of Delaware, or if jurisdiction is not then available located in the United States District Court for the District State of Delaware (but only in such event), then and in any Delaware state court sitting in New Castle County) and any appellate court which appeal from any of such courts (the “Chosen Courts”may be taken), (iib) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 7(a) shall be effective service of process for any Proceeding with respect to any matters to which it will not attempt has submitted to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtin this Section 7(f), (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (ivc) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees covenants not to assertassert or plead, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) such Proceeding, any claim that such party it is not subject personally subject to the jurisdiction of such court, that the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court Proceeding is brought in an inconvenient forum, (y) that the venue of such Legal Action the Proceeding is improper or (z) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such Chosen Courtscourt, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such Proceeding, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDEach party hereto agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or in equity. The parties hereto hereby knowingly, THEREFOREvoluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION or arising out of, under, or in connection with this Agreement and any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (WHETHER BASED ON CONTRACTwhether verbal or written) or actions of any party in connection with such agreements, TORT OR OTHERWISEin each case whether now existing or hereafter arising and whether sounding in tort or contract or otherwise. Each party hereto acknowledges that it has been informed by the other parties hereto that this Section 7(f) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFconstitutes a material inducement upon which they are relying and will rely in entering into this Agreement. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (AAny party hereto may file an original counterpart or a copy of this Section 7(f) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5with 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. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, or if jurisdiction is not then available in generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 5.6, (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by the applicable Law, any claim that (x) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. 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 negotiation, execution or performance of this Agreement (including any Legal Action claim or controversy cause of action based upon, arising out of or relating hereto, related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the Laws law of the State of Delaware, without regard to choice or conflict regardless of law the laws that might otherwise govern under applicable principles thereofof conflicts of laws. Each of the parties to this Agreement hereto hereby irrevocably and unconditionally submits (a) submits, for itself and its property, to the personal exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, 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 for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) 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 suit, action or proceeding arising out of or relating to this Agreement or the negotiation, 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) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, or if jurisdiction is not then available in (c) waives, to the United States District Court for fullest extent permitted by Law, the District defense of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction maintenance of the Chosen Courts as described herein for any reason; (B) that it such action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action proceeding in any such court is brought and (d) agrees that a final judgment in an inconvenient forumany such suit, (y) action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the venue judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of such Legal Action is improper or (z) the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the subject matter hereof, may not be enforced applicable address set forth in or Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by such Chosen CourtsLaw. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF A LEGAL ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) SUCH PARTY HAS CONSIDERED ACKNOWLEDGES THAT IT AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.512.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action all claims or controversy causes of action based upon, arising out of of, or relating heretorelated to 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 giving effect to choice principles or rules of conflict of law laws to the extent such principles thereofor rules would require or permit the application of Laws of another jurisdiction. Each Any action based upon, arising out of the parties or related to this Agreement irrevocably and unconditionally submits to or the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available transactions contemplated hereby may be brought in the United States District Court for the District of Delaware (but only or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware, , and each of the parties irrevocably submits to the exclusive jurisdiction of each such event), then court in any Delaware state court sitting in New Castle County) and such action, waives any appellate court from any objection it may now or hereafter have to personal jurisdiction, venue or convenience of such courts (the “Chosen Courts”)forum, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising all claims in connection with or relating to this Agreement or respect of the transactions contemplated hereby action shall be brought, tried heard and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waivessuch court, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in bring any Legal Action action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) hereby in any claim that such party is not personally subject other court. Nothing herein contained shall be deemed to affect the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction right of any such Chosen Court party to serve process in any manner permitted by Law or from to commence legal proceedings or otherwise proceed against any legal process commenced other party in such courts (whether through service of processany other jurisdiction, attachment prior in each case, to judgment, attachment enforce judgments obtained in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action any action brought pursuant to this paragraph. The prevailing party in any such action (as determined by a court is brought in an inconvenient forumof competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable expenses, (y) the venue of including reasonable attorneys’ fees, incurred with respect to such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen CourtsAction. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACTUPON, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, with the Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the latter shall control. Notwithstanding the foregoing, each of the parties agrees that any interpretation of any commitment letters or fee letters related to the Debt Financing and all matters relating thereto, shall be governed and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery provision or rule (whether of the State of Delaware (orNew York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, only or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Circuit Court for Baltimore City, Maryland, or if such court declines to accept jurisdiction over a particular matterthe matter is vested exclusively in federal courts, then in the United States District Court for the District of DelawareMaryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Proceeding. Each party hereto 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 Proceeding in any such Acceptable Court or that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum. Notwithstanding anything to the contrary in this Agreement, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling Persons, Affiliates, employees or Representatives in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under Applicable Law exclusive jurisdiction is not then available vested in the federal courts, the United States District Court for the Southern District of Delaware New York (but only in such eventand appellate courts thereof), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDISSUES, THEREFORE, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH EACH CASE INCLUDING ANY LEGAL PROCEEDING AGAINST ANY FINANCING SOURCE ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENTDEBT FINANCING. Each party hereto (a) certifies that no Representative of any other party has represented, MERGER SUBexpressly or otherwise, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATIONthat such other party would not, ADMINISTRATIONin the event of any action, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTEDsuit or proceeding, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTIONseek to enforce the foregoing waiver, (Bb) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVERcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYby, AMONG OTHER THINGSamong other things, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5the mutual waiver and certifications in this Section 9.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, the rights and duties of the parties hereto, and any Legal Action disputes (whether in contract, tort or controversy statute) arising out of of, under or relating hereto, shall in connection with this Agreement will 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 choice any principles or rules of conflict of law laws to the extent such principles thereof. Each or rules would require or permit the application of the laws of another jurisdiction. The parties to this Agreement hereto irrevocably and unconditionally submits submit to the personal exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only or, if such court does not have jurisdiction, the Delaware state courts located in such event)Wilmington, then Delaware, in any Delaware state court sitting in New Castle County) and any appellate court from any action arising out of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby Agreement. The parties hereto irrevocably agree that all such claims shall be brought, tried heard and determined only in the Chosen Courtssuch a Delaware federal or state court, (iv) waives any claim and that such jurisdiction of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it such courts with respect thereto will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsbe exclusive. Each party to this Agreement hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, defense in any Legal Action action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or the transactions contemplated hereby: (A) any claim that such party action, suit or proceeding may not be brought or is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced maintainable in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper thereof may not be appropriate or (z) that this Agreement, or the subject matter hereof, Agreement may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDThe parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, THEREFOREin each case, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACTto enforce judgments obtained in any action brought pursuant to this paragraph. To the extent not prohibited by applicable law that cannot be waived, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTeach of the parties hereto irrevocably waives any right it may have to trial by jury in respect of any litigation based on, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENTarising out of, MERGER SUBunder or in connection with this Agreement, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATIONincluding but not limited to any course of conduct, ADMINISTRATIONcourse of dealing, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5verbal or written statement or action of any party hereto.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, with the Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to choice or conflict any applicable conflicts of law principles thereof. Each that would cause the application of the Laws of another jurisdiction, except (a) to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control and (b) Merger 2A is governed by the Delaware Statutory Trust Act. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement irrevocably and unconditionally submits to or the personal jurisdiction of Transactions shall be brought in the Circuit Court of Chancery of the State of Delaware (orfor Baltimore City, only Maryland, or if such court declines to accept jurisdiction over a particular matterthe matter is vested exclusively in federal courts, then in the United States District Court for the District of DelawareMaryland, or if jurisdiction is not then available in Northern Division and the United States District Court for the District of Delaware appellate courts to which orders and judgments therefore may be appealed (but only in such event)collectively, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Acceptable Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from . In any such Chosen Courtjudicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (iii) agrees that or any Legal Actions successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with or relating to with, this Agreement or the transactions contemplated Transactions and hereby shall be brought, tried and determined only irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtssuch Proceeding. Each party to this Agreement hereby hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction venue of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action Proceeding in any such court is Acceptable Court or that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDISSUES, THEREFORE, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AGREEMENT AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, MERGER SUBexpressly or otherwise, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATIONthat such other party would not, ADMINISTRATIONin the event of any action, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTEDsuit or proceeding, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTIONseek to enforce the foregoing waiver, (Bb) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVERcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties to this Agreement have been induced to enter into this Agreement, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYby, AMONG OTHER THINGSamong other things, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5the mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws domestic laws of the State of Delaware without giving effect to any conflicts of laws or choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would compel the application of the substantive laws of any jurisdiction other than the State of Delaware. Each party hereto submits to the jurisdiction of any state or federal court sitting in the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny action or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim and agrees that such party is not personally subject to the jurisdiction all claims in respect of the Chosen Courts as described herein for any reason; (B) that it action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); proceeding may be heard and (C) that (x) the Legal Action determined in any such court is court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought in an inconvenient forumand waives any bond, (y) the venue of such Legal Action is improper or (z) this Agreementsurety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may not be enforced by suit on the judgment or in any other manner provided by law or by such Chosen Courtsat equity. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT ITS OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH HIS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of Delaware. Each party hereto submits to the jurisdiction of any state or federal court sitting in the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny action or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim and agrees that such party is not personally subject to the jurisdiction all claims in respect of the Chosen Courts as described herein for any reason; (B) that it action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); proceeding may be heard and (C) that (x) the Legal Action determined in any such court is court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought in an inconvenient forumand waives any bond, (y) the venue of such Legal Action is improper or (z) this Agreementsurety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 9 above. Nothing in this Section 13, however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may not be enforced by suit on the judgment or in any other manner provided by law or by such Chosen Courtsat equity. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACTITS, TORT HIS OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other Legal Action or controversy Proceeding arising out of or relating heretoto this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the Laws laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each regardless of the parties choice of laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the Parties arising out of or relating to this Agreement Agreement, any of the Contemplated Transactions or the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (i) irrevocably and unconditionally consents and submits to the personal exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (or, only if such court declines to accept unless the federal courts have exclusive jurisdiction over a particular the matter, then in which case the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), ; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, court; and (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby such action in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably Court of Chancery of the State of Delaware in and unconditionally waivesfor New Castle County, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwiseDelaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any Legal Action arising out process, summons, notice or document to any Party’s address and in the manner set forth in Section 8.6 shall be effective service of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein process for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5action.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareNew York, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined in the Supreme Court of the State of New York, County of New York or the United States Federal District Court sitting for the Southern District of New York. Each of the parties hereto hereby irrevocably submits with regard to this Agreement irrevocably any such action or proceeding for itself and unconditionally submits in respect of its property, generally and unconditionally, to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) aforesaid courts and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 6.08(a), (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by the applicable law, any claim that (xA) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDEach of the parties hereby agrees that service of any process, THEREFOREsummons, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other Legal Action or controversy Proceeding arising out of or relating heretoto this Agreement (including the enforcement of any provision of this Agreement), any of the transactions contemplated by this Agreement or the legal relationship of the parties (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the Laws laws of the State of Delaware, without regard regardless of the choice of laws principles of the State of Delaware, as to choice or conflict all matters, including matters of law principles thereofvalidity, construction, effect, enforceability, performance and remedies. Each In any action between any of the parties arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the legal relationship of the parties (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the personal exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (or, only if such court declines to accept unless the federal courts have exclusive jurisdiction over a particular the matter, then in which case the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), ; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, court; and (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby such action in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably Court of Chancery of the State of Delaware in and unconditionally waivesfor New Castle County, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwiseDelaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any Legal Action arising out process, summons, notice or document to any party’s address and in the manner set forth in Section 8.6 shall be effective service of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein process for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5action.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and its negotiation, execution, performance or non-performance, interpretation, termination, construction and all claims or causes of action (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of, or relate to this Agreement, and or the transactions contemplated hereby (including any Legal Action claim or controversy cause of action based upon, arising out of or relating heretorelated to any representation or warranty made in connection with this Agreement or as an inducement to enter this Agreement), shall be exclusively governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or Delaware regardless of Laws that might otherwise govern under any applicable conflict of law principles thereofLaws principles. Each of the parties Any Proceeding based upon, arising out of, or related to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (orits negotiation, only if such court declines to accept jurisdiction over a particular matterexecution, then in the United States District Court for the District of Delawareperformance, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event)non-performance, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”)interpretation, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courttermination, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement construction or the transactions contemplated hereby shall be brought, tried heard and determined only in the Chosen CourtsCourt of Chancery in the City of Wilmington, (iv) waives New Castle County, Delaware or, in the event such court lacks subject matter jurisdiction, the United States District Court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any claim such Proceeding and irrevocably and unconditionally waive the defense of improper venue or any claim that the Chosen Courts are an inconvenient forum forum, or lack of jurisdiction to the maintenance of any such Proceeding. The consents to jurisdiction and (v) agrees that it will venue set forth herein shall not bring constitute general consents to service of process in the State of Delaware and shall have no effect for any Legal Action relating purpose except as provided in this Section 18 and shall not be deemed to this Agreement or the transactions contemplated hereby in confer rights on any court Person other than the Chosen Courtsparties. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way that the service of motion or as a defense, counterclaim or otherwise, process upon such party in any Legal Action Proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 18(b). Each of the parties also agrees that any final, non-appealable judgment against a party in connection with any Proceeding arising out of or the transactions contemplated hereby: (A) any claim relating to this Agreement shall be conclusive and binding on such party and that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it award or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in any court of competent jurisdiction, either within or by outside of the United States. A certified or exemplified copy of such Chosen Courtsaward or judgment shall be conclusive evidence of the fact and amount of such award or judgment. EACH PARTY ACKNOWLEDGES AND AGREES THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CONTROVERSY WHICH MAY ARISE UNDER PROCEEDING (WHETHER IN CONTRACT, IN TORT, AT LAW OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS LIKELY INTENDED TO INVOLVE COMPLICATED BE ALL-ENCOMPASSING OF ANY AND DIFFICULT ISSUES ANDALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, THEREFOREINCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH SUCH PARTY IRREVOCABLY HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND UNCONDITIONALLY THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY HAVE NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5COURT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, with the Laws laws of the State of Delaware, without regard Delaware (except to choice or conflict the extent that mandatory provisions of federal law principles thereofare applicable). Each of the parties to this Agreement Parties hereby irrevocably and unconditionally submits consents to submit to the personal exclusive jurisdiction of in the Court of Chancery of the State of Delaware (or, only if such or any court declines to accept jurisdiction over a particular matter, then in of the United States District Court for located in the District State of Delaware, for any action, proceeding or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then investigation in any Delaware state court sitting in New Castle Countyor before any governmental authority (“Litigation”) and any appellate court from any arising out of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or and the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtshereby. Each party to this Agreement of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out such Litigation, the defense of or relating to this Agreement or the transactions contemplated hereby: (A) sovereign immunity, any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein aforesaid courts for any reason; (B) reason other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); , and (C) to the fullest extent permitted by applicable law, that (x) the Legal Action Litigation in any such court is brought in an inconvenient forum, (y) that the venue of such Legal Action Litigation is improper improper, or (z) that this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDcourts and further irrevocably waives, THEREFOREto the fullest extent permitted by applicable law, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACTthe benefit of any defense that would hinder, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTfxxxxx or delay the levy, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementLimited Guarantee, and any Legal Action all claims or controversy arising causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relating heretorelate to this Limited Guarantee or the negotiation, execution or performance hereof, shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal suit, action or proceeding with respect to this Agreement irrevocably Limited Guarantee and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware) (collectively, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such suit, (ii) agrees that it will not attempt action or proceeding for itself and in respect of its property, generally and unconditionally, to deny or defeat such the personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement Limited Guarantee or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out of suit, action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: Limited Guarantee, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein for Courts, (ii) any reason; (B) claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts Chosen Courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by applicable Law, any claim that (xA) the Legal Action suit, action or proceeding in any such court Chosen Court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or proceeding is improper or (zC) this AgreementLimited Guarantee, or the subject matter hereof, may not be enforced in or by such Chosen Courts. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to process being served by any party hereto in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 8.7 of the Merger Agreement and Section 7 of this Limited Guarantee. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTIONWAIVER, (B) EACH SUCH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.510.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and Agreement (including any Legal Action claim or controversy arising out of or relating hereto, to this Agreement) shall be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareWashington, without regard to choice or conflict of law principles thereof. Each that would result in the application of any law other than the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery laws of the State of Delaware (orWashington. Each party, only if such to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in any state or federal court declines to accept jurisdiction over a particular matter, then located in the United States District Court State of Washington, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the District purpose of Delawareany suit, action or if jurisdiction is not then available in other proceeding arising out of any of its obligations hereunder or with respect to the United States District Court for the District of Delaware (but only in such event)transactions contemplated hereby, then and expressly waives any and all objections it may have as to venue in any Delaware state court sitting such courts. Each party further agrees that a summons and complaint commencing an action or proceeding in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such shall be properly served and shall confer personal jurisdiction if served personally or by motion certified mail to it in accordance with Section 14 hereof or other request for leave from as otherwise provided under the laws of Washington. Nothing in this Agreement shall affect any such Chosen Court, (iii) agrees that right any Legal Actions arising in connection with party may otherwise have to bring an action or proceeding relating to this Agreement against any other party or the transactions contemplated hereby shall be brought, tried and determined only its properties in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction courts of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtsjurisdiction. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5[The remainder of this page is intentionally left blank.]

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementTo the maximum extent permitted by applicable Law, and any Legal Action or controversy arising out the provisions of or relating hereto, this Assignment shall be governed by, by and construed and enforced in accordance with, with the Laws laws of the State of Delaware, without regard to choice or principles of conflict of law principles thereoflaws, except with regard to issues relating to real property matters concerning the Oil and Gas Properties from which the CPO was created, which shall be governed by the Laws of the applicable state in which the Oil and Gas Properties from which the CPO was created are located, as applicable. Each of the parties to Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Agreement Assignment have been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware confirms and agrees (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle Countya) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt is and shall continue to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) (i) to the extent that 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 described herein such Party’s agent for any reason; acceptance of legal process and notify the other Parties of the name and address of such agent, and (ii) to the fullest extent permitted by Law, that service of process may also 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 that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF 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 ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and 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 (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDISSUES, THEREFORE, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO BY THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or permitted assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only solely if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, or if jurisdiction is not then available in generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 5.8, (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by the applicable law, any claim that (xA) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.4 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OF THE PARTIES TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACTACTION, TORT PROCEEDING OR OTHERWISE) DIRECTLY OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.55.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, construed and construed enforced in accordance with, with the Laws laws of the State of Delaware, New York without regard to choice or the conflict of law laws principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (orAny action, only if such court declines to accept jurisdiction over a particular matterclaim, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion suit or other request for leave from any such Chosen Court, legal proceeding (iiia “Proceeding”) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action 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 hereby: “Specified Courts”). Each Party hereto hereby (Aa) submits to the exclusive jurisdiction of any Specified Court for the purpose of any 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 such party it is not subject personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) above-named courts, that it or its property is exempt or immune from jurisdiction of any such Chosen Court attachment or from any legal process commenced in such courts (whether through service of processexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court Proceeding is brought in an inconvenient forum, (y) that the venue of such Legal Action the Proceeding is improper or (z) this Agreementimproper, or that this Agreement or the subject matter hereof, 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, on behalf of itself, or its property, by personal delivery of copies of such Chosen Courtsprocess to such Party at the applicable address set forth in Section 5.6. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDNothing in this Section 5.11 shall affect the right of any Party to serve legal process in any other manner permitted by law. 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, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed byconstrued under the laws of the state of New York, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and construed the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in accordance with, connection with this Agreement shall be litigated only in the Laws Supreme Court of the State of Delaware, without regard to choice New York or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the Southern District of DelawareNew York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or if jurisdiction is not then available in notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the United States District Court for State of New York or the Southern District of Delaware New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (but only and service so made shall be deemed “personal service”) or by personal service or in such event), then other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law and would be recognized and given effect to in any Delaware state action brought before a court sitting of competent jurisdiction in New Castle County) and any appellate court from Ontario or otherwise in Canada or such other jurisdiction applicable to the Company or any of its Subsidiaries except for those laws (i) which such courts (the “Chosen Courts”)court considers to be procedural in nature, (ii) agrees that it will not attempt to deny which are revenue or defeat such personal jurisdiction by motion penal laws or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection the application of which would be inconsistent with public policy, as such term is interpreted under the Canadian law or relating such other jurisdiction applicable to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue Company or any claim that of its Subsidiaries. The Company or any of their respective properties, assets or revenues does not have any right of immunity under Canadian law or such other jurisdiction applicable to the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring Company or any Legal Action relating to this Agreement of its Subsidiaries or New York law, from any legal action, suit or proceeding, from the transactions contemplated hereby giving of any relief in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waivessuch legal action, and agrees not to assertsuit or proceeding, by way of motion from set-off or as a defensecounterclaim, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to from the jurisdiction of Ontario or otherwise in Canada or such other jurisdiction applicable to the Chosen Courts as described herein for Company or any reason; (B) that it of its Subsidiaries or its property is exempt any New York or immune United States federal court, from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of judgment a judgment, or otherwise)other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreements; and (C) and, to the extent that (x) the Legal Action Company, or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court is brought in an inconvenient forumwhich proceedings may at any time be commenced, (y) the venue of Company hereby waives such Legal Action is improper or (z) right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. This RSU Award Agreement, including the validity hereof and any Legal Action or controversy arising out the rights and obligations of or relating heretothe parties hereunder, and all amendments and supplements hereof and all waivers and consents hereunder, shall be governed by, and construed in accordance with, with and governed by the Laws domestic substantive laws of the State of Delaware, New York without regard giving effect to any choice or conflict of law principles thereofor conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each of the parties to this Agreement irrevocably and unconditionally submits hereto, to the personal extent that it may lawfully do so, hereby consents to service of process, and to being sued, in the State of New York and consents to the jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then New York located in New York County and the United States District Court for the Southern District of DelawareNew York, or if as well as to the jurisdiction is not then available in the United States District Court of all courts to which an appeal may be taken from such courts, for the District purpose of Delaware (but only in such event)any suit, then action or other proceeding arising out of any of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any Delaware state court sitting such courts. Each of the parties hereto further agrees that a summons and complaint commencing an action or proceeding in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such shall be properly served and shall confer personal jurisdiction if served personally or by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising certified mail to it at its address referred to in connection with or relating to this section 7.3 of the Employment Agreement or as otherwise provided under the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction laws of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction State of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen CourtsNew York. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, construed and construed enforced in accordance with, with the Laws laws of the State of Delaware, New York without regard to choice or the conflict of law laws principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (orAny action, only if such court declines to accept jurisdiction over a particular matterclaim, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion suit or other request for leave from any such Chosen Court, legal proceeding (iiia “Proceeding”) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action 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 hereby: “Specified Courts”). Each Party hereto hereby (Aa) submits to the exclusive jurisdiction of any Specified Court for the purpose of any 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 such party it is not subject personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) above-named courts, that it or its property is exempt or immune from jurisdiction of any such Chosen Court attachment or from any legal process commenced in such courts (whether through service of processexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court Proceeding is brought in an inconvenient forum, (y) that the venue of such Legal Action the Proceeding is improper or (z) this Agreementimproper, or that this Agreement or the subject matter hereof, 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, on behalf of itself, or its property, by personal delivery of copies of such Chosen Courtsprocess to such Party at the applicable address set forth in ‎Section 5.6. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDNothing in this ‎Section 5.10 shall affect the right of any Party to serve legal process in any other manner permitted by law. 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, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, construed and construed enforced in accordance with, with the Laws of the State of Delaware, Delaware without regard to choice or the conflict of law laws principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal All Actions arising in connection with out of or relating to this Agreement or the transactions contemplated hereby shall be brought, tried heard and determined only exclusively in the Chosen Courtsany state or federal court located in New York, New York (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than in which appeal from such courts may be taken) (the Chosen "Specified Courts"). Each party hereto (and Borqs to this Agreement the extent of its third party beneficiary rights) hereby irrevocably and unconditionally waives, and agrees not (a) submits to assert, by way the exclusive jurisdiction of motion or as a defense, counterclaim or otherwise, in any Legal Specified Court for the purpose of any Action arising out of or relating to this Agreement and (b) irrevocably waives, and agrees not to assert by way of motion, defense or the transactions contemplated hereby: (A) otherwise, in any such Action, any claim that such party it is not subject personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) above-named courts, that it or its property is exempt or immune from jurisdiction of any such Chosen Court attachment or from any legal process commenced in such courts (whether through service of processexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) that the venue of such Legal the Action is improper or (z) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party (and Borqs to the extent of its third party beneficiary rights) agrees that a final judgment in any 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 the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such Chosen Courtsprocess to such party at the applicable address set forth in Section 12. Nothing in this Section 18 shall affect the right of any party to serve legal process in any other manner permitted by Law. EACH PARTY ACKNOWLEDGES HERETO (AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY BORQS TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH THE EXTENT OF ITS THIRD PARTY IRREVOCABLY AND UNCONDITIONALLY BENEFICIARY RIGHTS) HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(a) All disputes, and any Legal Action claims or controversy controversies arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of DelawareAgreement, or if jurisdiction is not then available in the United States District Court for the District negotiation, validity or performance of Delaware (but only in such event)this Agreement, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried governed by and determined only construed in accordance with the Chosen Courts, (iv) waives any claim laws of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating State of Delaware without regard to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsits rules of conflict of laws. Each party to this Agreement of Company, Parent and Merger Sub hereby irrevocably and unconditionally waives, consents to submit to the sole and agrees not to assert, by way exclusive jurisdiction of motion or as a defense, counterclaim or otherwise, the Court of Chancery in the State of Delaware and any Legal Action court of appeal therefrom (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement Agreement, or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction negotiation, validity or performance of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (i) to the extent such party is not otherwise subject matter hereofto 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 personally within the State of Delaware. 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 enforced entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in or by such the Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5this being in addition to any other remedy to which they are entitled at law or in equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy other Legal Proceeding arising out of or relating heretoto this Agreement (including the enforcement of any provision of this Agreement), any of the Transactions or the legal relationship of the Parties with respect to the Transactions (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the Laws laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each regardless of the parties choice of laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the Parties arising out of or relating to this Agreement Agreement, any of the Transactions or the legal relationship of the Parties with respect to the Transactions (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (i) irrevocably and unconditionally consents and submits to the personal exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (or, only if unless such court declines to accept shall not have jurisdiction over a particular the matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in which case the United States District Court for the District of Delaware (but only in such event), then in any or other Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”court), ; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, court; and (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby such action in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably Court of Chancery of the State of Delaware in and unconditionally waivesfor New Castle County, and agrees Delaware (unless such court shall not to assert, by way of motion or as a defense, counterclaim or otherwisehave jurisdiction over the matter, in which case the United States District Court for the District of Delaware or other Delaware state court). Service of any Legal Action arising out process, summons, notice or document to any Party’s address and in the manner set forth in Section 9.6 shall be effective service of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein process for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5action.

Governing Law; Jurisdiction; Waiver of Jury Trial. 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 negotiation, execution or performance of this Agreement (including any Legal Action claim or controversy cause of action based upon, arising out of or relating hereto, related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the Laws law of the State of Delaware, without regard to choice or conflict regardless of law the laws that might otherwise govern under applicable principles thereofof conflicts of laws. Each of the parties to this Agreement hereto hereby irrevocably and unconditionally submits (a) submits, for itself and its property, to the personal exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, 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 for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) 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 suit, action or proceeding arising out of or relating to this Agreement or the negotiation, 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) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, or if jurisdiction is not then available in (c) waives, to the United States District Court for fullest extent permitted by Law, the District defense of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction maintenance of the Chosen Courts as described herein for any reason; (B) that it such action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action proceeding in any such court is brought and (d) agrees that a final judgment in an inconvenient forumany such suit, (y) action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the venue judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of such Legal Action is improper or (z) the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the subject matter hereof, may not be enforced applicable address set forth in or by such Chosen CourtsSection 12.3. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.Nothing in this Section

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, construed and construed enforced in accordance with, with the Laws laws of the State of Delaware, New York without regard to choice or the conflict of law laws principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (orAny action, only if such court declines to accept jurisdiction over a particular matterclaim, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion suit or other request for leave from any such Chosen Court, legal proceeding (iiia “Proceeding”) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action 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 hereby: “Specified Courts”). Each Party hereto hereby (Aa) submits to the exclusive jurisdiction of any Specified Court for the purpose of any 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 such party it is not subject personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) above-named courts, that it or its property is exempt or immune from jurisdiction of any such Chosen Court attachment or from any legal process commenced in such courts (whether through service of processexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court Proceeding is brought in an inconvenient forum, (y) that the venue of such Legal Action the Proceeding is improper or (z) this Agreementimproper, or that this Agreement or the subject matter hereof, 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, on behalf of itself, or its property, by personal delivery of copies of such Chosen Courtsprocess to such Party at the applicable address set forth in Section 5.6. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDNothing in this Section 5.10 shall affect the right of any Party to serve legal process in any other manner permitted by law. 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, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. 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 negotiation, execution or performance of this Agreement (including any Legal Action claim or controversy cause of action based upon, arising out of or relating hereto, related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the Laws law of the State of Delaware, without regard to choice or conflict regardless of law the laws that might otherwise govern under applicable principles thereofof conflicts of laws. Each of the parties to this Agreement hereto hereby irrevocably and unconditionally submits (a) submits, for itself and its property, to the personal exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, 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 for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) 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 suit, action or proceeding arising out of or relating to this Agreement or the negotiation, 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) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, or if jurisdiction is not then available in (c) waives, to the United States District Court for fullest extent permitted by Law, the District defense of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction maintenance of the Chosen Courts as described herein for any reason; (B) that it such action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action proceeding in any such court is brought and (d) agrees that a final judgment in an inconvenient forumany such suit, (y) action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the venue judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of such Legal Action is improper or (z) the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the subject matter hereof, may not be enforced applicable address set forth in or Section 12.3 of the Business Combination Agreement. Nothing in this Section 5(e)shall affect the right of any Party to serve legal process in any other manner permitted by such Chosen CourtsLaw. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF A LEGAL ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) SUCH PARTY HAS CONSIDERED ACKNOWLEDGES THAT IT AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.55(e).

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementTo the maximum extent permitted by applicable Law, and any Legal Action or controversy arising out the provisions of or relating hereto, this Assignment shall be governed by, by and construed and enforced in accordance with, with the Laws laws of the State of Delaware, without regard to choice or principles of conflict of law principles thereoflaws, except with regard to issues relating to real property matters concerning the Leasehold and Mineral Interests, which shall be governed by the Laws of the applicable state in which the interests constituting the Leasehold and Mineral Interests are located, as applicable. Each of the parties to Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Agreement Assignment have been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware confirms and agrees (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle Countya) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt is and shall continue to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) (i) to the extent that 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 described herein such Party’s agent for any reason; acceptance of legal process and notify the other Parties of the name and address of such agent, and (ii) to the fullest extent permitted by Law, that service of process may also 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 that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF 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 ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and 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 (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDISSUES, THEREFORE, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO BY THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery laws of the State of Delaware applicable to contracts executed in and to be performed entirely in that State, without regard to any laws that might otherwise govern under applicable principles of conflicts or choice of law or otherwise; provided, however, that, (i) to the extent any provisions of this Agreement relate to the exercise of a director’s or officer’s fiduciary duties and/or similarly, statutory duties or obligations and/or (ii) statutory provisions or other Applicable Laws of Bermuda are mandatorily applicable to the Merger, such provisions shall be governed by and in accordance with the laws of Bermuda. 5 (b) All Actions arising out of or relating to this Agreement and the transactions contemplated hereby, including the interpretation and enforcement hereof shall (except to the extent, and solely to the extent, that any such Action that relates to the Merger or the Statutory Merger Agreement mandatorily must be brought in Bermuda) be heard and determined in the Delaware Court of Chancery, or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any federal court within the United States District Court for the District State of Delaware, or or, if jurisdiction is not then available in both the United States District Delaware Court for of Chancery and the District federal courts within the State of Delaware (but only in such event)decline to accept jurisdiction over a particular matter, then in any Delaware other state court sitting within the State of Delaware, and, in New Castle County) and each case, any appellate court from any therefrom. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts (in any such Actions and irrevocably waive the “Chosen Courts”)defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action and agree not to assert any Action in any other court or forum. The parties agree 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 applicable Law; provided, (ii) agrees however, that it will not attempt nothing contained in the foregoing shall restrict any party’s rights to deny seek any post-judgment relief regarding, or defeat such personal jurisdiction by motion any appeal from, a final trial court judgment. The parties to this Agreement agree that mailing of process or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising papers in connection with any such Action in the manner provided in Section 5.2 or relating to this Agreement or the transactions contemplated hereby in such other manner as may be permitted by Applicable Law, shall be brought, tried valid and determined only in the Chosen Courts, sufficient service thereof. (ivc) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY IRREVOCABLY WAIVES TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LEGAL ACTION (WHETHER BASED ON CONTRACTDISPUTE, TORT CLAIM OR OTHERWISE) PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, RELATED TO, UNDER OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH WITH THIS AGREEMENT OR THE TRANSACTIONS ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT HERETO (I) CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (DII) SUCH PARTY HAS ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.5.8. (d) The provisions of this Section 5.8 are not intended and shall not be deemed to constitute a submission by Parent to the jurisdiction of any United States federal or state court or any other United States Governmental Entity, other than and solely for purposes of any Action arising out of or relating to this Agreement and the transactions contemplated hereby as provided in this Section 5.8. 5.9

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action and all disputes, claims or controversy causes of action (whether in contract, tort, statute or otherwise) directly or indirectly based upon, arising out of or relating heretoin any way related to this Agreement, or the negotiation, execution, interpretation or performance of this Agreement (including any such dispute, 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) (each a “Dispute”), shall be governed by, by and construed and enforced in accordance with, with the Laws laws of the State of Delaware, without regard Exhibit 10.1 to choice principles of conflicts of law. The Court of Chancery of State of Delaware shall be the sole and exclusive forum for any action, suit or conflict proceeding relating to or arising out of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of any such Dispute (a “Covered Action”), unless the Court of Chancery of the State of Delaware (orshall determine that it does not have subject matter jurisdiction, only if in which case, any such court declines to accept jurisdiction over a particular matter, then Covered Action shall be brought in the United States District Superior Court for of the District State of Delaware, Delaware or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Delaware Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereto hereby irrevocably and unconditionally waives(i) agrees not to commence any Covered Action except in such Delaware Courts in accordance with this Section; (ii) consents and submits to the exclusive jurisdiction of, and waives any objection to the laying of venue in, such Delaware Courts and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, otherwise claim that any Covered Action brought therein has been brought in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)inconvenient forum; and (Ciii) that (x) waives any right such party may have to a trial by jury in respect of any Covered Action. This Section remains in full force and shall survive the Legal Action termination of this Agreement as set forth in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper Section 20 or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5otherwise.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be deemed to be made in the State of Delaware, and any Legal Action together with all claims or controversy arising causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relating heretorelate to this Agreement or the negotiation, execution or performance hereof, shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, except that matters relating to the internal corporate affairs of the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of the Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen CourtsCourt”). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, (ii) agrees that it will not attempt generally and unconditionally, to deny or defeat such the personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each party of the parties hereto, to this Agreement the fullest extent permitted by Law, hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein for above named courts, (ii) any reason; (B) claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by applicable Law, any claim that (xA) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDTo the fullest extent permitted by applicable Law, THEREFOREeach of the parties hereto hereby consents to the service of process in accordance with Section 7.10; provided, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACThowever, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5that nothing herein 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. (a) This Agreement, Agreement and any Legal Action or controversy arising out of or relating hereto, shall the legal relations among the parties hereto will be governed byin all respects, including validity, interpretation and construed in accordance witheffect, by the Laws laws of the State of DelawareDelaware applicable to contracts made and performed wholly therein, without regard giving effect to any choice or conflict of law principles thereoflaws provisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement irrevocably Agreement, and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, or if jurisdiction is not then available in generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: (Aa) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with Section 22 and this Section 24, (Bb) any claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Cc) to the fullest extent permitted by applicable law, any claim that (xi) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yii) the venue of such Legal Action suit, action or proceeding is improper or (ziii) this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such Chosen Courtscourts. 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 22 shall be deemed effective service of process on such party. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTIONWAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.524(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and any Legal Action or controversy arising out of or relating hereto, Transaction Litigation shall be governed by, by and construed in accordance with, enforced pursuant to the Laws of the State of Delaware, without regard giving effect to choice or rules of conflict of law principles thereoflaws that would result in the application of Laws of any other jurisdiction. Each of the parties to this Agreement party irrevocably and unconditionally submits agrees and consents to be subject to the personal exclusive jurisdiction of the Court Chosen Courts in any Transaction Litigation that is brought by any such party or its successors or assigns. Each party irrevocably agrees and consents to the service of Chancery any and all process in any such Transaction Litigation by the delivery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then process in the United States District Court for manner provided in Section 10.01. To the District fullest extent it may legally do so, each party irrevocably and unconditionally waives any objection to the laying of Delaware, or if jurisdiction is not then available in the United States District Court for the District venue of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only Transaction Litigation in the Chosen Courts, (iv) . Each party irrevocably and unconditionally waives and agrees not to plead or claim in any claim of improper venue or Chosen Court that any claim that the such Transaction Litigation brought in any Chosen Courts are Court has been brought in an inconvenient forum and forum. No party shall bring or support, or permit any of its Affiliates to bring or support, any Transaction Litigation (vincluding any cross claim or third party claim) agrees that it will not bring of any Legal Action relating to this Agreement kind or the transactions contemplated hereby description, whether at law or in equity, whether in contract or in tort or otherwise, in any court forum other than the Chosen Courts. Each Any final and nonappealable judgment against any party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); Transaction Litigation shall be conclusive and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not 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 Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard Delaware applicable to choice contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or conflict of law principles thereof. Each of the parties relating to this Agreement irrevocably shall be heard and unconditionally submits to the personal jurisdiction of the Court of determined exclusively in any Delaware Chancery of the State of Delaware (orCourt; provided, only if such court declines to accept jurisdiction over a particular matterhowever, then in the United States District Court for the District of Delaware, or that if jurisdiction is not then available in the United States District Court Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the District purpose of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any action arising out of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried brought by any party and determined only (b) agree not to commence any action relating thereto except in the Chosen Courtscourts described above in Delaware, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby other than actions in any court other than the Chosen Courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party to this Agreement 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 party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action action arising out of or relating to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts courts in Delaware as described herein for any reason; , (Bii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Cc) that (xi) the Legal Action action in any such court is brought in an inconvenient forum, (yii) the venue of such Legal Action action is improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard applicable to choice or conflict contracts executed in and to be performed entirely within that State, regardless of law the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or if jurisdiction is not then available Proceeding for itself and in respect of its property, generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement hereby of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating Proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 9.7, (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by the applicable Law, any claim that (xA) the Legal Action suit, action or Proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or Proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDEach party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, THEREFOREhowever, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISEthat each such party’s consent to jurisdiction and service contained in this Section 9.7(a) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFis solely for the purposes referred to in this Section 9.7(a) and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purposes. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.40

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action claim, suit, action or controversy proceeding in any way arising out of or relating heretoto this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby (whether in law or in equity, and whether in contract or in tort or otherwise), shall be governed by, by and construed in accordance with, enforced pursuant to the Laws laws of the State of Delaware, without regard to choice or its rules of conflict of law principles thereoflaws notwithstanding. Each of the parties party hereby irrevocably agrees and consents to this Agreement irrevocably and unconditionally submits be subject to the personal exclusive jurisdiction of the Court of Chancery of the State of Delaware (orlocated in Wilmington, only Delaware and, if such court Court of Chancery declines to accept jurisdiction over a particular matterexercise jurisdiction, then in the United States District Court for located in the District State of Delaware, in any suit, action or if jurisdiction is not then available proceeding described in the United States District Court for immediately preceding sentence of this Section 9.08(a). Each party hereby irrevocably consents to the District service of Delaware (but only in such event), then any and all process in any Delaware state court sitting in New Castle County) and any appellate court from any such suit, action or proceeding by the delivery of such courts (process to such party at the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried address and determined only in the Chosen Courts, (iv) manner provided in Section 9.01. Each of the parties hereto irrevocably and unconditionally waives any claim objection to the laying of improper venue of any action, suit or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to proceeding arising out of this Agreement or the transactions contemplated hereby in any court other than (i) the Chosen Courts. Each party to this Agreement United States District Court located in the State of Delaware or (ii) the Court of Chancery of the State of Delaware located in Wilmington, Delaware, and hereby further irrevocably and unconditionally waives, waives and agrees not to assertplead or claim in any such court that any such action, by way suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of motion the parties hereto hereby agrees that it will not bring or as a defensesupport any action, counterclaim cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any Legal Action arising out of or way relating to this Agreement or any of the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) by this Agreement, in any forum other than the Court of Chancery of the State of Delaware located in Wilmington, Delaware and, if such Court of Chancery declines to exercise jurisdiction, the United States District Court located in the State of Delaware, and that the provisions of Section 9.08(b) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5third-party claim.

Governing Law; Jurisdiction; Waiver of Jury Trial. a. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only solely if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, or if jurisdiction is not then available in generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: (A) Agreement, any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; (B) reason other than the failure to serve in accordance with this Section 6.08(a), any claim that it or its property is exempt or immune from the 42 jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (C) to the fullest extent permitted by the applicable law, any claim that (x) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDEach of the parties hereby agrees that service of any process, THEREFOREsummons, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreementletter agreement, and any Legal Action all Actions (whether in contract, tort or controversy arising statute) that may be based upon, arise out of or relating heretorelate to this letter agreement, or the negotiation, execution or performance of this letter agreement, shall in all respects be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, Delaware applicable to agreements made and to be performed entirely within such state without regard giving effect to choice or conflict any conflicts of law principles thereofof such state that might refer the governance, construction or interpretation of such agreements to the Laws of another jurisdiction. Each All Actions arising out of or relating to the interpretation and enforcement of the parties to provisions of this Agreement irrevocably letter agreement shall be heard and unconditionally submits to determined in the personal jurisdiction Delaware Court of Chancery, or, if the Delaware Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in any federal court within the United States District Court for the District State of Delaware, or or, if jurisdiction is not then available in both the United States District Delaware Court for of Chancery and the District federal courts within the State of Delaware (but only in such event)decline to accept jurisdiction over a particular matter, then in any Delaware other state court sitting within the State of Delaware, and, in New Castle County) and each case, any appellate court from any therefrom. The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from in any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or and irrevocably waive the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim defense of improper venue or any claim that the Chosen Courts are an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and (v) agrees that it will venue set forth in this paragraph 10 shall not bring constitute general consents to service of process in the State of Delaware and shall have no effect for any Legal Action relating purpose except as provided in this paragraph 10 and shall not be deemed to this Agreement or the transactions contemplated hereby in confer rights on any court Person other than the Chosen Courtsparties hereto. Each party to this Agreement hereby irrevocably and unconditionally waives, and hereto agrees not to assert, by way that service of motion or as a defense, counterclaim or otherwise, process upon such party in any Legal Action arising out of or relating to this Agreement or letter agreement shall be effective if notice is given by overnight courier at the transactions contemplated hereby: (A) any claim addresses set forth at the beginning of this letter agreement. The parties hereto agree that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of a final judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such Chosen Courtsapplicable Law; provided, however, that nothing contained in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard applicable to choice or conflict contracts executed in and to be performed entirely within that State, regardless of law the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 8.8, irrevocably submits with regard to any such action or if jurisdiction is not then available Proceeding for itself and in respect of its property, generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement hereby of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating Proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 8.7, (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by applicable Law, any claim that (xA) the Legal Action suit, action or Proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or Proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDEach party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, THEREFOREhowever, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISEthat each such party’s consent to jurisdiction and service contained in this Section 8.7(a) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (Ais solely for the purposes referred to in this Section 8.7(a) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purposes.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy Proceeding arising out of or relating heretoto this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, whether at law or in equity, and whether in contract or in tort or otherwise, shall be governed by, by and construed in accordance with, enforced pursuant to the Laws laws of the State of Delaware, without regard giving effect to choice or rules of conflict of law principles thereoflaws that would result in the application of laws of any other jurisdiction. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the parties to this Agreement irrevocably Court of Chancery in the State of Delaware situated in New Castle County and unconditionally submits any State of Delaware appellate court therefrom or, to the personal jurisdiction of extent the Court of Chancery of the State of Delaware (or, only if such court situated in New Castle County does not have subject matter jurisdiction or declines to accept personal jurisdiction over a particular matterany party, then any state or federal court within New Castle County in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District State of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts therefrom (collectively, the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from in any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only Proceeding described in the Chosen Courts, (iv) waives any claim immediately preceding sentence of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen CourtsSection 6.06(a). Each party irrevocably consents to this Agreement hereby the service of any and all process in any such Proceeding by the delivery of such process in the manner provided in Section 6.01. Each party irrevocably and unconditionally waives, and agrees not waives any objection to assert, by way the laying of motion or as a defense, counterclaim or otherwise, in venue of any Legal Action Proceeding arising out of or relating to this Agreement Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby: (A) any claim that such party is not personally subject to hereby or the jurisdiction legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts as described herein for Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any reason; (B) Chosen Court that it or its property is exempt or immune from jurisdiction of any such Proceeding brought in any Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is has been brought in an inconvenient forum. Each party agrees that it will not bring or support, or permit any of its affiliates to bring or support, any Proceeding (yincluding any cross-claim or third-party claim) the venue of such Legal Action is improper any kind or (z) description, whether at law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement, the transactions contemplated hereby or the subject matter hereoflegal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise), in any forum other than the Chosen Courts, and that the provisions of Section 6.06(b) relating to the waiver of jury trial shall apply to any such Proceeding. Each party further agrees that any final and non-appealable judgment against any of them in any Proceeding described in the first sentence of this Section 6.06(a) shall be conclusive and may not 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 Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(i) All disputes, and any Legal Action claims or controversy controversies arising out of or relating heretoto this Amendment, or the negotiation, validity or performance of this Amendment, or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery laws of the State of Delaware (orwithout regard to its rules of conflict of laws. Each of Target, only if such court declines Parent and Merger Sub hereby irrevocably and unconditionally consents to accept submit to the sole and exclusive jurisdiction over a particular matter, then in of the United States District Court for courts of the District State of Delaware, or if jurisdiction is not then available in Delaware and of the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts appeal therefrom (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action litigation arising out of or relating to this Agreement Amendment, or the negotiation, validity or performance of this Amendment, or the transactions contemplated hereby: hereby (Aand agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (ii) any claim that to the extent such party is not personally otherwise subject to service of process in the jurisdiction 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 (iii) 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 (ii) or (iii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of 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 Chosen Courts as described herein for any reason; (B) provisions of this Amendment were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that it the parties shall be entitled to an injunction or its property is exempt or immune from jurisdiction injunctions to prevent breaches of any such Chosen Court or from any legal process commenced this Amendment and to enforce specifically the terms and provisions hereof in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5this being in addition to any other remedy to which they are entitled at law or in equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, Agreement and any Legal Action or controversy all matters arising out of or relating heretoto this Agreement (including this Agreement’s interpretation, construction, performance and enforcement) shall be governed by, construed and construed in accordance with, interpreted according to the Laws of the State of Delaware, without regard to excluding any choice or conflict of law principles thereofrules that may direct the application of the Laws of another jurisdiction. This Agreement shall be construed and interpreted in accordance with the English language only, which language shall be controlling in all respects. No translation, if any, of this Agreement shall have any force or effect in the interpretation hereof or in the determination of the intent of the Parties hereunder. Each of the parties to this Agreement irrevocably Party stipulates that any dispute shall be commenced and unconditionally submits prosecuted in its entirety in, and consents to the personal exclusive jurisdiction of and proper venue of, the Court of Chancery of the State of Delaware (Delaware, New Castle County, or, only if such that court declines to accept jurisdiction over does not have jurisdiction, a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state federal court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”)Wilmington, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waivesDelaware, and agrees not each Party and Parent consents to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally personal and subject to the matter jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action venue in any such court is brought in an inconvenient forum, (y) and waives and relinquishes all right to attack the suitability or convenience of any such venue or forum by reason of such Legal Action is improper their present or (z) this Agreementfuture domiciles, or by any other reason. The Parties acknowledge that all Orders issued by the subject matter hereofforum court will be binding and enforceable in all jurisdictions and countries. Without limiting any other means of service, each Party agrees that service of any process, summons, notice or document with respect to any Proceeding may not be enforced served on it in or by such Chosen Courtsaccordance with the notice provisions set forth in Section 5.1. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementTo the maximum extent permitted by applicable Law, and any Legal Action or controversy arising out the provisions of or relating hereto, 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 choice or principles of conflict of law principles thereoflaws, except with regard to issues relating to real property matters concerning the Contributed Interests, which shall be governed by the Laws of the applicable state in which the interests constituting the Contributed Interests are located, as applicable. Each of the parties to 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 irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware confirms and agrees (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle Countya) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt is and shall continue to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) (i) to the extent that 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 described herein such Party’s agent for any reason; acceptance of legal process and notify the other Parties of the name and address of such agent, and (ii) to the fullest extent permitted by Law, that service of process may also 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 that, to the fullest extent permitted by applicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF 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), (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and 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 (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDISSUES, THEREFORE, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO BY THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard Delaware applicable to choice or conflict contracts executed in and to be performed in that State. Any Proceeding arising out of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall shall, to the fullest extent permitted by applicable Law, be brought, tried heard and determined only exclusively in the Chosen CourtsCourt of Chancery of the State of Delaware; provided, (iv) waives that if jurisdiction is not available in such court, then any claim such legal Proceeding may be brought in any federal court located in the State of improper venue Delaware or any claim that other Delaware state court. To the Chosen Courts are an inconvenient forum fullest extent permitted by applicable Law, the parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and (v) agrees that it will not bring with respect to their respective properties for the purpose of any Legal Action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought by any party hereto, and (ii) agree not to commence any such Proceeding except in the courts described above in Delaware, other than any Proceeding in any court other than of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. To the Chosen Courtsfullest extent permitted by applicable Law, each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Each party to this Agreement To the fullest extent permitted by applicable Law, each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: , (Ax) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts courts in Delaware as described herein for any reason; , (By) that it such party or its such party’s property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Cz) that (xA) the Legal Action Proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action Proceeding is improper or (zC) this AgreementAgreement or the transactions contemplated hereby, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT HERETO CERTIFIES AND ACKNOWLEDGES THAT (AI) NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF A LEGAL ACTIONLITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (BII) SUCH PARTY IT UNDERSTANDS AND HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVERSUCH WAIVERS, (CIII) IT MAKES SUCH PARTY MAKES THIS WAIVER WAIVERS VOLUNTARILY AND (DIV) SUCH PARTY IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.5SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereto submits to the jurisdiction of any state or federal court sitting in the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny action or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim and agrees that such party is not personally subject to the jurisdiction all claims in respect of the Chosen Courts as described herein for any reason; (B) that it action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); proceeding may be heard and (C) that (x) the Legal Action determined in any such court is court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought in an inconvenient forumand waives any bond, (y) the venue of such Legal Action is improper or (z) this Agreementsurety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may not be enforced by suit on the judgment or in any other manner provided by law or by such Chosen Courtsat equity. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT TORT, OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR OF, RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED OR IN CONNECTION HEREWITH WITH (I) THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR THEREBY ENFORCEMENT HEREOF OR (II) THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE AND OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action claim, suit, action or controversy proceeding in any way arising out of or relating heretoto this Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby or the legal relationship of the parties hereto (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by, by and construed in accordance with, enforced pursuant to the Laws laws of the State of Delaware, without regard giving effect to choice or rules of conflict of law principles thereoflaws that would result in the application of laws of any other jurisdiction. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the parties to this Agreement irrevocably Court of Chancery in the State of Delaware situated in New Castle County and unconditionally submits any State of Delaware appellate court therefrom or, to the personal jurisdiction of extent the Court of Chancery of the State of Delaware (or, only if such court situated in New Castle County does not have subject matter jurisdiction or declines to accept personal jurisdiction over a particular matterany party, then any state or federal court within New Castle County in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District State of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts therefrom (collectively, the “Chosen Courts”)) in any suit, (iiaction or proceeding described in the immediately preceding sentence of this Section 8.09(a) agrees that it will not attempt to deny or defeat such personal jurisdiction is brought by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with party or relating to this Agreement its successors or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsassigns. Each party hereby irrevocably consents to this Agreement hereby the service of any and all process in any such suit, action or proceeding by the delivery of such process in the manner provided in Section 8.01. Each of the parties hereto irrevocably and unconditionally waiveswaives any objection to the laying of venue of any action, and agrees not to assertsuit, by way of motion claim or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby: hereby or the legal relationship of the parties hereto (Awhether at law or in equity, and whether in contract or in tort or otherwise) any claim that such party is not personally subject to the jurisdiction of in the Chosen Courts as described herein for and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any reason; (B) Chosen Court that it or its property is exempt or immune from jurisdiction of any such action, suit, claim or proceeding brought in any Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that it will not bring or support, (y) or permit any of its Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim 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 venue of such Legal Action is improper or (z) transactions contemplated by this Agreement, in any forum other than the Chosen Courts, and that the provisions of Section 8.09(c) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim. The parties further agree that any final and nonappealable judgment against any of them in any action, suit or proceeding described in the subject matter hereof, first sentence of this Section 8.09(a) shall be conclusive and may not 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 Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action claim, suit, action or controversy proceeding in any way arising out of or relating heretoto this Agreement and the Ancillary Agreements, the negotiation, execution or performance of this Agreement and the Ancillary Agreements, or the transactions contemplated hereby and thereby (whether in law or in equity, and whether in contract or in tort or otherwise), shall be governed by, by and construed in accordance with, enforced pursuant to the Laws laws of the State of Delaware, without regard to choice or its rules of conflict of law principles thereoflaws notwithstanding, and so far as applicable, the provisions of the DGCL. Each of the parties party hereby irrevocably agrees and consents to this Agreement irrevocably and unconditionally submits be subject to the personal exclusive jurisdiction of the Court of Chancery of the State of Delaware (Delaware, or, only if such court declines to accept jurisdiction over a particular matterthe Court of Chancery lacks jurisdiction, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event)or the Superior Court of the State of Delaware, then in any Delaware state court sitting suit, action or proceeding described in New Castle County) the immediately preceding sentence of this Section 10.07(a). Each party hereby irrevocably consents to the service of any and all process in any appellate court from any such suit, action or proceeding by the delivery of such courts (process to such party at the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried address and determined only in the Chosen Courts, (iv) manner provided in Section 10.01. Each of the parties hereto irrevocably and unconditionally waives any claim objection to the laying of improper venue of any action, suit or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to proceeding arising out of this Agreement or the transactions contemplated hereby in any court other than (i) the Chosen Courts. Each party to this Agreement Court of Chancery of the State of Delaware, (ii) the United States District Court for the District of Delaware or (iii) the Superior Court of the State of Delaware, and hereby further irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be deemed to be made in the State of Delaware, and together with all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, except that matters relating to the internal corporate affairs of the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of the Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (the "Chosen Court"). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto, to the fullest extent permitted by Law, hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any Legal Action claim that (A) the suit, action or controversy proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 7.10; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Law. (b) Notwithstanding anything herein to the contrary, each of the parties irrevocably agrees that any legal action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' Representatives) arising out of or relating heretoto this Agreement, the Debt Letters or the Financing shall be brought and determined in the Supreme Court of the State of New York, County of New York and that any such legal action or proceeding shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, New York without regard to choice or conflict the conflicts of law principles thereof. Each rules of such State that would result in the application of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction laws of the Court of Chancery of the State of Delaware (orany other state; provided, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or that if jurisdiction is not then available in the United States District Supreme Court for of the District State of Delaware (but only in such event)New York, County of New York, then any such 69 legal action or proceeding may be brought in any Delaware state federal court sitting located in the State of New Castle County) and York (and, in each case, any appellate court from courts thereof). 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 involving any Debt Financing Sources (or any of such courts (the “Chosen Courts”)their respective Affiliates or their or their respective Affiliates' officers, (iidirectors, employees, agents and representatives) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with out of or relating to this Agreement Agreement, the Debt Letters or the Financing and the transactions contemplated hereby shall be broughtor thereby. Each of the parties agrees not to commence any action, tried suit or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' officers, directors, employees, agents and determined only representatives) relating thereto except in the Chosen Courtscourts described above in New York, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby other than actions in any court other than the Chosen Courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each party to this Agreement 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. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' officers, directors, employees, agents and representatives) arising out of or relating to this Agreement Agreement, the Debt Letters or the Financing or the transactions contemplated hereby: hereby or thereby, (Ax) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts courts in New York as described herein for any reason; , (By) that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Cz) that (xi) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yii) the venue of such Legal Action suit, action or proceeding is improper or (ziii) this Agreement, the Debt Letters, the Financing, or the subject matter hereofhereof or thereof, may not be enforced in or by such Chosen Courtscourts. (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, EACH SUCH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH FINANCING, THE DEBT LETTERS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFTHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5Section 7.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the rights and obligations of the parties hereto under this Agreement, and any Legal Action or controversy disputes arising out of under or relating hereto, to this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by, by and construed in accordance with, with the Laws Law of the State of Delaware, Delaware without regard to choice or the conflict of law principles thereof. (b) Each of the parties (i) agrees to any disputes arising under or relating to this Agreement irrevocably and unconditionally submits to being brought before the personal jurisdiction of the Court of Chancery Courts of the State of Delaware (the “Chancery Court”) or, only if such court the Chancery Court declines to accept jurisdiction over a particular matterjurisdiction, then in any other Delaware state court, and the federal courts of the United States District Court for the District of DelawareAmerica, or if jurisdiction is not then available in each case, located in New Castle County in the United States District Court for the District State of Delaware (but only in such event)collectively, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtcourt, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action Proceeding by or before any Governmental Entity relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courts. Each party , (iv) waives any objection that it may now or hereafter have to this Agreement hereby irrevocably and unconditionally waives, the venue of any such Proceeding in the Chosen Courts or that such Proceeding was brought in an inconvenient court and agrees not to assertplead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.9. Each of the parties hereby agrees that service of any process, summons, notice or document by way U.S. registered mail to the respective addresses set forth in Section 5.9 shall be effective service of motion or as a defense, counterclaim or otherwise, process for any Proceeding in any Legal Action arising out of or relating to connection with this Agreement or the transactions contemplated hereby: (A) . Notwithstanding the foregoing in this Section 5.15(b), a party may commence any claim that such party is not personally subject to legal action or proceeding in a court other than the jurisdiction above- named courts solely for the purpose of enforcing an order or judgment issued by one of the Chosen Courts as described herein for any reason; above-named courts. (Bc) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDISSUES, THEREFORE, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.7

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementExcept as otherwise expressly provided in any of the Loan Documents, New York law governs the Loan Documents without regard to principles of conflicts of law. Except to the extent otherwise set forth in the Loan Documents, Borrower, Loan Parties, Agent and Lenders each submit to the exclusive jurisdiction of the State and Federal courts in New York, New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Agent or any Lender. Borrower and each other Loan Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower and each other Loan Party hereby waives any Legal Action objection that it may have based upon lack of personal jurisdiction, improper venue, or controversy arising out forum non conveniens and hereby consents to the granting of such legal or relating heretoequitable relief as is deemed appropriate by such court. Borrower and each other Loan Party hereby waives personal service of the summons, shall be governed bycomplaints, and construed other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, the Laws Section 11 of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits that service so made shall be deemed completed upon the earlier to the personal jurisdiction occur of the Court of Chancery of the State of Delaware Borrower’s or such other Loan Party’s actual receipt thereof or three (or, only if such court declines to accept jurisdiction over a particular matter, then 3) days after deposit in the United States District Court for the District of DelawareU.S. mails, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event)proper postage prepaid. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFOREBORROWER, EACH SUCH PARTY IRREVOCABLY OTHER LOAN PARTY, AGENT AND UNCONDITIONALLY WAIVES ANY EACH LENDER EACH WAIVE THEIR RIGHT IT MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY LEGAL CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFCLAIMS. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN AGREEMENT. EACH PARTY HAS REVIEWED THIS SECTION 5.5WAIVER WITH ITS COUNSEL. This Section 13.4 shall survive the termination of this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without regard to choice or its rules of conflict of law principles thereoflaws. Each of To the parties fullest extent permitted by Law, any action against any party to this Agreement irrevocably and unconditionally submits arising out of or in any way relating to the personal jurisdiction of this Agreement shall be brought in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if such court the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, then any state or federal court within the State of Delaware), and each of the parties submits to the exclusive jurisdiction of such courts for the purpose of any such action. To the fullest extent permitted by Law, each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such action in the United States District Court for of Chancery of the District State of Delaware, or if jurisdiction is not then available in Delaware and any state appellate court therefrom within the United States District Court for the District State of Delaware (but only in such event)or, then in if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any Delaware state or federal court sitting in New Castle County) and any appellate court from any within the State of such courts (the “Chosen Courts”Delaware), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action action brought in any such court is has been brought in an inconvenient forum, and (yiii) any claim that such court does not have jurisdiction with respect to such action. Notwithstanding the venue foregoing, (i) all matters relating to the interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, or otherwise) against any of such Legal Action is improper the Debt Financing Parties and each of their respective Affiliates and their respective Representatives or Affiliates in any way relating to the Debt Commitment Letters and related fee letters or the performance thereof or the financings contemplated thereby, shall, except as expressly provided in the Debt Commitment Letter, be exclusively governed by, and construed in accordance with, the domestic Law of the State of New York without giving effect to any choice or conflict of law provision or rule whether of the State of New York or any other jurisdiction that would cause the application of Law of any jurisdiction other than the State of New York, (zii) any action against any of the Debt Financing Parties and each of their respective Affiliates and their respective Representatives or Affiliates arising out of or in any way relating to this Agreement, the Financing or the subject matter hereoftransactions contemplated hereby or thereby shall be brought in any state or federal court sitting in the Borough of Manhattan, New York, New York and any state appellate court thereof, and each of the parties submits to the exclusive jurisdiction of such courts for the purpose of any such action, and (iii) each party irrevocably and unconditionally agrees (a) not to bring or permit any of its Affiliates or Representatives to bring or support anyone else in bringing any such action in any other court, (b) that a final judgment in any such action shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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 ACTIONlaw, (Bc) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVERthat the laws described in subsection (i) of this sentence shall govern any such action and (d) not to assert, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYto the fullest extent permitted by Law, AMONG OTHER THINGSany objection which it may now or hereafter have to the laying of venue of, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.and the defense of an inconvenient forum to the maintenance of, any such action in any such court. Table of Contents

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and Agreement (including any Legal Action claim or controversy arising out of or relating hereto, to this Agreement) shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each that would result in the application of any law other than the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery laws of the State of Delaware (orDelaware. Each party, only if such to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in any state or federal court declines to accept jurisdiction over a particular matter, then located in the United States District Court State of Maryland, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the District purpose of Delawareany suit, action or if jurisdiction is not then available in other proceeding arising out of any of its obligations hereunder or with respect to the United States District Court for the District of Delaware (but only in such event)transactions contemplated hereby, then and expressly waives any and all objections it may have as to venue in any Delaware state court sitting such courts. Each party further agrees that a summons and complaint commencing an action or proceeding in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such shall be properly served and shall confer personal jurisdiction if served personally or by motion certified mail to it in accordance with Section 17 hereof or other request for leave from as otherwise provided under the laws of the State of Maryland. Nothing in this Agreement shall affect any such Chosen Court, (iii) agrees that right any Legal Actions arising in connection with party may otherwise have to bring an action or proceeding relating to this Agreement against any other party or the transactions contemplated hereby shall be brought, tried and determined only its properties in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction courts of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtsjurisdiction. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5[The remainder of this page is intentionally left blank.]

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereto submits to the jurisdiction of any state or federal court sitting in the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny action or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim and agrees that such party is not personally subject to the jurisdiction all claims in respect of the Chosen Courts as described herein for any reason; (B) that it action or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); proceeding may be heard and (C) that (x) the Legal Action determined in any such court is court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought in an inconvenient forumand waives any bond, (y) the venue of such Legal Action is improper or (z) this Agreementsurety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the subject matter hereofprocess to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may not be enforced by suit on the judgment or in any other manner provided by law or by such Chosen Courtsat equity. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT ITS OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH HIS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementAll questions concerning the construction, validity, enforcement and any Legal Action or controversy arising out interpretation of or relating hereto, this Agreement shall be governed by, and shall be construed and interpreted in accordance with, the Laws internal laws of the State of DelawareNew York, without regard giving effect to any choice of law or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery provision or rule (whether of the State of Delaware New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Subject to paragraph (orb), the Company and the Holders hereby agree that (a) any and all litigation arising out of this Agreement shall be conducted only if such court declines to accept jurisdiction over a particular matter, then in state or Federal courts located in the United States District Court State of New York and (b) such courts shall have the exclusive jurisdiction to hear and decide such matters. Each Holder accepts, for itself and in respect of such Holder’s property, expressly and unconditionally, the District of Delaware, or if nonexclusive jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts and hereby waives any objection that such Holder may now or hereafter have to the laying of venue of such actions or proceedings in such courts. Insofar as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in the manner set forth in Section 6.9 hereof or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon a Holder in any such courts. The Company and each Holder hereby agree that the provisions of this Section 6.4 for service of process are intended to constitute a “special arrangement for service” in accordance with the provisions of the Foreign Sovereign Immunities Act of 1976, 28. U.S.C. Section 1608(a)(1) et seq. Nothing contained herein shall affect the right serve process in any manner permitted by law or to commence any legal action or proceeding in any other jurisdiction. The Company and each Holder hereby (the “Chosen Courts”)i) expressly waive any right to a trial by jury in any action or proceeding to enforce or defend any right, power or remedy under or in connection with this Agreement or arising from any relationship existing in connection with this Agreement, and (ii) agrees agree that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby action shall be brought, tried before a court and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as before a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without regard to choice or conflict regardless of law the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, In any action or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyTransactions: (Ai) any claim that such party is not personally subject each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Courts as described herein for Chancery Court of the State of Delaware and any reason; state appellate court therefrom or, if (Bbut only if) that it or its property is exempt or immune from jurisdiction such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any such Chosen Court or from any legal process commenced in such courts appellate court therefrom (whether through service of processcollectively, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwisethe “Delaware Courts”); and (Cii) each of the parties irrevocably consents to service of process by 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 (1) agrees not to commence any such action or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (x3) waives, to the Legal Action fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying venue of any such action or proceeding in the Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Courts. The parties agree that a final judgment in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper action or (z) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other 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 Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(a) All disputes, and any Legal Action claims or controversy controversies arising out of or relating heretoto this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery laws of the State of Delaware (orwithout regard to its rules of conflict of laws. Each of Target, only if such court declines Parent and Merger Sub hereby irrevocably and unconditionally consents to accept submit to the sole and exclusive jurisdiction over a particular matter, then in of the United States District Court for courts of the District State of Delaware, or if jurisdiction is not then available in Delaware and of the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts appeal therefrom (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action litigation arising out of or relating to this Agreement Agreement, or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction negotiation, validity or performance of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (i) to the extent such party is not otherwise subject matter hereofto 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 personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of 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 enforced entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in or by such the Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5this being in addition to any other remedy to which they are entitled at law or in equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action and all disputes, claims or controversy causes of action (whether in contract, tort, statute or otherwise) directly or indirectly based upon, arising out of or relating heretoin any way related to this Agreement, or the negotiation, execution, interpretation or Exhibit 10.1 performance of this Agreement (including any such dispute, 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) (each a “Dispute”), shall be governed by, by and construed and enforced in accordance with, with the Laws laws of the State of Delaware, without regard to choice principles of conflicts of law. The Court of Chancery of State of Delaware shall be the sole and exclusive forum for any action, suit or conflict proceeding relating to or arising out of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of any such Dispute (a “Covered Action”), unless the Court of Chancery of the State of Delaware (orshall determine that it does not have subject matter jurisdiction, only if in which case, any such court declines to accept jurisdiction over a particular matter, then Covered Action shall be brought in the United States District Superior Court for of the District State of Delaware, Delaware or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Delaware Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereto hereby irrevocably and unconditionally waives(i) agrees not to commence any Covered Action except in such Delaware Courts in accordance with this Section; (ii) consents and submits to the exclusive jurisdiction of, and waives any objection to the laying of venue in, such Delaware Courts and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, otherwise claim that any Covered Action brought therein has been brought in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)inconvenient forum; and (Ciii) that (x) waives any right such party may have to a trial by jury in respect of any Covered Action. This Section remains in full force and shall survive the Legal Action termination of this Agreement as set forth in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper Section 21 or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5otherwise.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard applicable to choice or conflict contracts executed in and to be performed entirely within that State, regardless of law the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any state or federal court within the United States District Court for the District State of Delaware). Each of the parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or if jurisdiction is not then available Proceeding for itself and in respect of its property, generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement hereby of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating Proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 9.7, (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by the applicable Law, any claim that (xA) the Legal Action suit, action or Proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or Proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDEach party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, THEREFOREhowever, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISEthat each such party’s consent to jurisdiction and service contained in this Section 9.7(a) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (Ais solely for the purposes referred to in this Section 9.7(a) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purposes.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without regard to choice or conflict regardless of law the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, In any Action or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyTransactions: (Ai) any claim that such party is not personally subject each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Courts as described herein for Chancery Court of the State of Delaware and any reason; state appellate court therefrom or, if (Bbut only if) that it or its property is exempt or immune from jurisdiction such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any such Chosen Court or from any legal process commenced in such courts appellate court therefrom (whether through service of processcollectively, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwisethe “Delaware Courts”); and (Cii) each of the parties irrevocably consents to service of process by 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 (1) agrees not to commence any such Action or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such Action or proceeding may be heard and determined in the Delaware Courts, (x3) waives, to the Legal fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying venue of any such Action or proceeding in the Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Action or proceeding in the Delaware Courts. The parties agree that a final judgment in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other 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 Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementAll aspects of the relationship created by this agreement or the engagement hereunder, any other agreements relating to the engagement hereunder and any Legal Action all claims or controversy arising causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relating hereto, relate to this agreement or the engagement hereunder shall be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareNew York, without regard applicable to choice or conflict of law principles thereof. Each of contracts made and to be performed therein and, in connection therewith, the parties to this Agreement irrevocably and unconditionally submits hereto consent to the personal exclusive jurisdiction of the Supreme Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in New York or the United States District Court for the Southern District of DelawareNew York, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court each case sitting in New Castle County) York County and any appellate court from any agrees to venue in such courts. Notwithstanding the foregoing, solely for purposes of such courts (enforcing the “Chosen Courts”)Company’s obligations under Annex A, (ii) agrees that it will not attempt the Company consents to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Courtjurisdiction, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried service and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party proceeding in which any claim or cause of action relating to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court engagement hereunder is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtsa third party against any Indemnified Person. CCCM AND THE COMPANY EACH PARTY ACKNOWLEDGES AND HEREBY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LEGAL CLAIM, COUNTER CLAIM OR ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENTENGAGEMENT HEREUNDER. We are delighted to accept this engagement and look forward to working with you on this assignment. Please confirm your agreement with the foregoing by signing and returning to us the enclosed copy of this agreement. Very truly yours, MERGER SUBXXXXX AND COMPANY CAPITAL MARKETS, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATIONLLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: General Counsel [Engagement and Fee Letter] Accepted and agreed to as of the date first written above: KIPS BAY MEDICAL, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFINC. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer ANNEX A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, including the validity hereof and any Legal Action or controversy arising out the rights and obligations of or relating heretothe parties hereunder, shall be governed by, and construed in accordance with, with and governed by the Laws laws of the State of Delaware, without regard to choice or conflict of law principles thereofNew York. Each of the parties to this Agreement irrevocably and unconditionally submits Grantor, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in any state or federal court located in the State of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any such courts. Each Grantor further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction of if served personally or by certified mail to it in accordance with Section 21 hereof or as otherwise provided under the Court of Chancery laws of the State of Delaware (or, only if such court declines New York. Nothing in this Agreement shall affect any right the Agent or any Secured Party may otherwise have to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, bring an action or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or proceeding relating to this Agreement against any Grantor or the transactions contemplated hereby shall be brought, tried and determined only its properties in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction courts of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtsjurisdiction. EACH PARTY ACKNOWLEDGES GRANTOR AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH SECURED PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH GRANTOR OR SUCH SECURED PARTY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5[The remainder of this page is intentionally left blank.]

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws of the State of DelawareMissouri, without regard giving effect to the choice or conflict of law principles thereof. Each thereof to the extent that the application of the parties to this Agreement irrevocably and unconditionally submits to the personal Laws of another jurisdiction of the Court of Chancery of the State of Delaware (orwould be required thereby. All actions, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, suits or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceedings arising out of or relating to this Agreement or any of the transactions contemplated hereby: other Transaction Documents shall be heard and determined exclusively in any Missouri state or federal court. The parties hereto hereby (Aa) submit to the exclusive jurisdiction of any state or federal court sitting in Missouri for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, suit or proceeding, any claim that such party it is not subject personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) above-named courts, that it or its property is exempt or immune from jurisdiction of any such Chosen Court attachment or from any legal process commenced in such courts (whether through service of processexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment suit or otherwise); and (C) that (x) the Legal Action in any such court proceeding is brought in an inconvenient forum, (y) that the venue of such Legal Action the action, suit or proceeding is improper improper, or (z) that this Agreement, any of the other Transaction Documents or any of the subject matter hereof, Contemplated Transactions may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that a judgment in any such Chosen Courtsdispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 8.2. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT WAIVES, TO THE FULLEST EXTENT IT MAY HAVE TO A LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreementletter and all claims or causes of action (whether in tort, and contract or otherwise) that may be based upon, arise out of or relate to this letter or the negotiation, execution or performance of this letter (including any Legal Action claim or controversy cause of action based upon, arising out of or relating hereto, related to any representation or warranty made in or in connection with this letter) shall be governed by, and construed in accordance with, with the Laws laws of the State of Delaware, without regard to choice or conflict of law principles thereofNew York. Each of the parties to this Agreement hereto hereby irrevocably and unconditionally submits (i) submits, for itself and its property, to the personal exclusive jurisdiction of the Court any New York State court or Federal court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court America sitting in New Castle York County) , and any appellate court from any thereof, in any suit, action or proceeding arising out of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement letter, the negotiation, execution or performance of this letter (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 letter) or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action or proceeding shall be brought, tried heard and determined only in such New York State court or, to the Chosen Courtsextent permitted by law, in such Federal court, (ivii) waives waives, to the fullest extent it may legally and effectively do so, any claim objection which it may now or hereafter have to the laying of improper venue of any suit, action or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action proceeding arising out of or relating to this Agreement letter, the negotiation, execution or performance of this letter (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 letter) or the transactions contemplated hereby in any New York State or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the Chosen Courtsjudgment or in any other matter provided by law. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) parties hereto agrees that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior summons, notice or document by registered mail addressed to judgmentyou or us at the addresses set forth above shall be effective service of process for any suit, attachment in aid of execution of judgment, execution of judgment action or otherwise); and (C) that (x) the Legal Action proceeding brought in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5court.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be construed and enforced in accordance with, and any Legal Action or controversy arising out the rights of or relating hereto, the Parties shall be governed by, and construed in accordance with, the Laws law of the State of DelawareNew York, without regard giving effect to choice or the conflict of law laws principles thereof. Each of the parties Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan in the State of New York, and, in the event the Company becomes the subject of any bankruptcy cases under chapter 11 of title 11 of the United States Code, the presiding bankruptcy court, and each of the Parties hereby irrevocably and unconditionally submits to the personal exclusive jurisdiction of the Court of Chancery of the State of Delaware (oraforesaid courts for itself and with respect to its property, only if such court declines generally and unconditionally, with regard to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions proceeding arising in connection with out of or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only Transaction. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the Chosen Courtscourts described above, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby other than proceedings in any court other than the Chosen Courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court as described herein. Each party to this Agreement 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. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: Transaction, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts courts in New York as described herein for any reason; , (Bii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) that (xA) the Legal Action proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFANY OTHER THEORY). EACH PARTY TO THIS AGREEMENT (I) CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (DII) SUCH PARTY HAS 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 5.5SECTION. 15.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, shall Limited Guaranty will be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard giving effect to choice or any applicable principles of conflict of law principles thereoflaws that would cause the Laws of another jurisdiction to govern this Limited Guaranty. Each of the parties hereto irrevocably agrees that any dispute, controversy, claim or litigation with respect to this Limited Guaranty or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guaranty) and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement irrevocably and unconditionally submits to the personal jurisdiction of rights and obligations hereunder brought by the other party hereto or its successors or assigns (each a “Dispute”) shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (or, only if such court declines unless the Court of Chancery shall decline to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delawarewhich case, in any state or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only federal court in such eventcounty), then in any Delaware state court sitting in New Castle County) and any appellate court from any . Each of such courts (the “Chosen Courts”), (ii) parties hereto agrees that it will not attempt to deny or defeat such personal jurisdiction by motion mailing of process or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising papers in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only any such Dispute in the Chosen Courtsmanner provided in Section 9 or in such other manners as may be permitted by applicable Laws, (iv) waives will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any claim such Dispute for itself and in respect of improper venue or any claim that its property, generally and unconditionally, to the Chosen Courts are an inconvenient forum personal jurisdiction of the aforesaid courts and (v) agrees that it will not bring any Legal Action Dispute relating to this Agreement or the transactions contemplated hereby Limited Guaranty in any court or tribunal other than the Chosen Courtsaforesaid courts. Each party to this Agreement hereby of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating Dispute with respect to this Agreement Limited Guaranty and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guaranty and the transactions contemplated hereby: rights and obligations arising hereunder (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein aforesaid courts for any reason; reason other than the failure to serve process in accordance with this Section 12, (Bii) any claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by applicable Law, any claim that (x) the Legal Action Dispute in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action Dispute is improper or (z) this AgreementGuaranty, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and any Legal Action or controversy arising out of or relating hereto, Transaction Litigation shall be governed by, by and construed in accordance with, enforced pursuant to the Laws of the State of Delaware, without regard giving effect to choice or rules of conflict of law principles thereoflaws that would result in the application of Laws of any other jurisdiction. Each of the parties to this Agreement party irrevocably and unconditionally submits agrees and consents to be subject to the personal exclusive jurisdiction of the Court Chosen Courts in any Transaction Litigation that is brought by any such party or its successors or assigns. Each party irrevocably agrees and consents to the service of Chancery any and all process in any Transaction Litigation by the delivery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then process in the United States District manner provided in Section 6.05. To the fullest extent it may legally do so, each party irrevocably and unconditionally waives any objection to the laying of venue of any Transaction Litigation in any Chosen Court. Each party irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court for the District of Delawarethat any such Transaction Litigation brought in any Chosen Court has been brought in an inconvenient forum. No party shall bring or support, or if jurisdiction is not then available permit any of its Affiliates to bring or support, any Transaction Litigation (including any cross-claim or third-party claim) of any kind or description, whether at law or in the United States District Court for the District of Delaware (but only equity, whether in such event)contract or in tort or otherwise, then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each Any final and nonappealable judgment against any party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); Transaction Litigation shall be conclusive and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not 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 Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without regard giving effect to the choice or conflict of law principles thereof. Each thereof to the extent that the application of the parties to this Agreement irrevocably and unconditionally submits to the personal Laws of another jurisdiction of the Court of Chancery of the State of Delaware (orwould be required thereby. All actions, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, suits or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action proceedings arising out of or relating to this Agreement or any of the transactions contemplated hereby: other Transaction Documents shall be heard and determined exclusively in any Delaware state or federal court. The parties hereto hereby (Aa) submit to the exclusive jurisdiction of any state or federal court sitting in Delaware for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, suit or proceeding, any claim that such party it is not subject personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) above-named courts, that it or its property is exempt or immune from jurisdiction of any such Chosen Court attachment or from any legal process commenced in such courts (whether through service of processexecution, attachment prior to judgmentthat the action, attachment in aid of execution of judgment, execution of judgment suit or otherwise); and (C) that (x) the Legal Action in any such court proceeding is brought in an inconvenient forum, (y) that the venue of such Legal Action the action, suit or proceeding is improper improper, or (z) that this Agreement, any of the other Transaction Documents or any of the subject matter hereof, Contemplated Transactions may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that a judgment in any such Chosen Courtsdispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 8.2. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT WAIVES, TO THE FULLEST EXTENT IT MAY HAVE TO A LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreementletter and all claims or causes of action (whether in tort, and contract or otherwise) that may be based upon, arise out of or relate to this letter or the negotiation, execution or performance of this letter (including any Legal Action claim or controversy cause of action based upon, arising out of or relating hereto, related to any representation or warranty made in or in connection with this letter) shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereof. Each of the parties to this Agreement irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery provision or rule (whether of the State of Delaware (or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this letter and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any federal court within the United States District Court for the District State of Delaware, or or, if jurisdiction is not then available in both the United States District Delaware Court for of Chancery and the District federal courts within the State of Delaware (but only in such event)decline to accept jurisdiction over a particular matter, then in any Delaware other state court sitting within the State of Delaware, and, in New Castle County) and each case, any appellate court from therefrom. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of such courts (its property, generally and unconditionally, to the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement letter or any of the transactions contemplated hereby by this letter in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or assert as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: letter, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above named courts for any reason; reason other than the failure to serve in accordance with this Section 9(a), (Bii) any claim that it or its property is exempt or immune from the jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by applicable Law, any claim that (x) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action suit, action or proceeding is improper or (z) this Agreementletter, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5Each of the parties hereto agrees that 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 8.7 of the Merger Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be construed and enforced in accordance with, and any Legal Action or controversy arising out the rights of or relating hereto, the Parties shall be governed by, and construed in accordance with, the Laws laws of the State of DelawareGeorgia, without regard giving effect to choice or the conflict of law laws principles thereof. Each of the parties to this Agreement Parties irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions legal action, suit, or proceeding arising in connection with out of or relating to this Agreement brought by any Party or the transactions contemplated hereby its successors or assigns shall be brought, tried brought and determined only in any federal court in the Chosen Northern District of Georgia or state court in Bartow County, Georgia (the “Georgia Courts”), (iv) waives and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Georgia Courts for itself and with respect to its property, generally and unconditionally, with regard to any claim such proceeding arising out of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement and the Restructuring. Each of the Parties agrees not to commence any proceeding relating hereto or to the transactions contemplated hereby Restructuring except in the Georgia Courts, other than proceedings in any court other than the Chosen Courtsof competent jurisdiction to enforce any judgment, decree, or award rendered by any Georgia Court. Each party of the Parties further acknowledges and agrees that notice as provided in Section 25 hereof shall constitute sufficient service of process and the Parties further waive the right to this Agreement personal service and any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, assert by way of motion or as a defense, counterclaim or otherwise, in any Legal Action legal action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: Restructuring, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Georgia Courts as described herein for any reason; , (Bii) that it or its property is exempt or immune from jurisdiction of any such Chosen Court courts, or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); , and (Ciii) that (xA) the Legal Action a proceeding in any such court Georgia Court is brought in an inconvenient forum, (yB) the venue of such Legal Action proceeding is improper or (z) this Agreementimproper, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.or

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAward Agreement and all claims, and any Legal Action causes of action or controversy arising proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relating hereto, relate to this Award Agreement shall be governed by, and construed in accordance with, by the Laws internal laws of the State of Delaware, without regard excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of the Award Agreement to choice or conflict the substantive law of law principles thereofanother jurisdiction. Each of the parties party to this Award Agreement irrevocably agrees that it shall bring all claims, causes of action and unconditionally submits proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or be related to the personal jurisdiction of Award Agreement exclusively in the Delaware Court of Chancery of the State of Delaware (or, in the event (but only if in the event) that such court declines to accept does not have subject-matter jurisdiction over a particular mattersuch claim, then in the United States District Court for the District cause of Delawareaction or proceeding, or if jurisdiction is not then available exclusively in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen CourtsCourt”)) and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) agrees that it will not attempt waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from laying venue in any such proceeding in the Chosen Court, (iii) agrees waives any objection that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, Court is an inconvenient forum or does not have jurisdiction over any party and (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way service of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that process upon such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court claim or cause of action shall be effective if notice is brought given in an inconvenient forum, accordance with this Award Agreement. D&B Team Member Restricted Stock Unit and Cash Award Agreement (yb) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY CLAIM OR CAUSE OF ANY LEGAL ACTION (WHETHER BASED ON IN CONTRACT, TORT IN TORT, AT LAW OR OTHERWISE) DIRECTLY INSTITUTED BY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) AGAINST SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS IN RESPECT OF THIS WAIVERITS, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5HIS OR HER OBLIGATIONS HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement and all Legal Proceedings (whether based on contract, and any Legal Action tort or controversy otherwise) arising out of or relating heretoto this Agreement or the actions of Parent, Merger Sub, Merger Sub II, or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement irrevocably and unconditionally submits to the personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of in New Castle County and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in any federal court within the United States District Court for the District State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, or if jurisdiction is not then available in generally and unconditionally, to the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or of the transactions contemplated hereby shall be brought, tried aforesaid courts and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each party to this Agreement of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: Agreement, (Ai) any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein for above named courts, (ii) any reason; (B) claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (Ciii) to the fullest extent permitted by the applicable Law, any claim that (xA) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yB) the venue of such Legal Action suit, action or proceeding is improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDThe parties hereto further agree that any final and nonappealable judgment against any of them in any action, THEREFOREsuit or 109 proceeding described in this Section 9.09 shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on judgment, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy other Legal Proceeding arising out of or relating heretoto this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the Laws laws of the State of Delaware, without regard to choice or conflict of law principles thereof. Each regardless of the parties choice of laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the Parties arising out of or relating to this Agreement Agreement, any of the Contemplated Transactions or the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (i) irrevocably and unconditionally consents and submits to the personal exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (or, only if such court declines to accept unless the federal courts have exclusive jurisdiction over a particular the matter, then in which case the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), ; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, court; and (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby such action in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably Court of Chancery of the State of Delaware in and unconditionally waivesfor New Castle County, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwiseDelaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware). Service of any Legal Action arising out process, summons, notice or document to any Party’s address and in the manner set forth in Section 9.6 shall be effective service of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein process for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5action.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Legal Action or controversy arising out of or relating hereto, Agreement shall be governed by, by and construed in accordance with, with the Laws applicable laws of the State of Delaware, without regard giving effect to any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicable laws of any jurisdiction other than the State of Delaware to be applied. (b) Each of the parties hereto irrevocably (i) consents to this Agreement irrevocably and unconditionally submits submit itself to the personal jurisdiction of the Delaware Court of Chancery, or in the event (but only in the event) that the Delaware Court of Chancery of the State of Delaware (or, only if such court declines to accept does not have subject matter jurisdiction over a particular mattersuch legal action or proceeding, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the event (but only in the event) that such United States District Court for the District of Delaware (but only in also does not have subject matter jurisdiction over such event)legal action or proceeding, then in any Delaware state court sitting in New Castle County) and , in connection with any appellate court from any matter based upon or arising out of such courts (this Agreement or the “Chosen Courts”)actions of the parties hereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, court and (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtscourts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex I and Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Legal Action arising out of action or relating proceeding with respect to this Agreement or the transactions contemplated hereby: (A) Agreement, any claim that such party it is not personally subject to the jurisdiction of the Chosen Courts as described herein above-named courts for any reason; (B) reason other than the failure to serve process in accordance with this Section 15.3(b), that it or its property is exempt or immune from jurisdiction of any such Chosen Court court or from any legal process commenced in such courts (whether through service of processnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); , and (C) to the fullest extent permitted by applicable law, that (x) the Legal Action suit, action or proceeding in any such court is brought in an inconvenient forum, (y) that the venue of such Legal Action suit, action or proceeding is improper improper, or (z) that this Agreement, or the subject matter hereof, may not be enforced in or by such Chosen Courtscourts 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 a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 15.3(b) is solely for the purpose referred to in this Section 15.3(b) and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACTACTION, TORT PROCEEDING, CLAIM OR OTHERWISE) DIRECTLY OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOFHEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.5.15.4