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

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The validity, interpretation and enforcement of this Agreement shall will be governed by, and construed in accordance with, by the Laws of the State of Delaware, regardless other than any choice of Law provisions thereof that would cause the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofanother state to apply. (b) In any action between any By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the parties arising state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (ciii) agrees that it will not bring any such action relating to this Agreement or any of the Transactions in any court other than court. Each of the Court Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of Chancery venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterDelaware, in which case each of the parties agrees or that it will not bring any such action dispute brought in any such court other than has been brought in an inconvenient or improper forum. The Parties further agree that the United States District Court for the District of Delaware). Service mailing by certified or registered mail, return receipt requested, of any process, summons, notice or document to process required by any party’s address such court will constitute valid and in the manner set forth in Section 5.7 shall be effective lawful service of process against them, without necessity for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in service by any other location within the selected jurisdictionmeans provided by statute or rule of court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.146.3(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and, unless explicitly provided otherwise therein, each of the other Operative Documents, including the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, and all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be governed by, and construed in accordance with, with and governed by the Laws domestic substantive laws of the State of Delaware, regardless Illinois without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the Laws domestic substantive laws of any other jurisdiction. The Company, to the extent that might otherwise govern under applicable principles it may lawfully do so, hereby consents to service of conflicts process, and to be sued, in the State of Laws thereof. (b) In any action between any Illinois and consents to the jurisdiction of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably Illinois and unconditionally consents and submits to the jurisdiction of the United States District Court for the Northern District of Delaware); (b) Illinois, 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 thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. The Company further agrees that it will not attempt to deny a summons and complaint commencing an action or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action proceeding in any court other than of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address set forth in section 20 or as otherwise provided under the Court of Chancery laws of the State of Delaware (unless Illinois. Notwithstanding the federal courts have exclusive jurisdiction over the matterforegoing, in which case each of the parties Company agrees that it will not bring nothing contained in this section 25 shall preclude the institution of any such suit, action or other proceeding in any court jurisdiction other than the United States District Court for the District State of Delaware)Illinois. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY THE COMPANY IRREVOCABLY 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 ACTION ARISING OUT OF ITS OBLIGATIONS HEREUNDER OR RELATING TO THIS AGREEMENT THEREUNDER OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 5.8 shall be effective service of process for any such action. Notwithstanding the foregoing in this Section 5.15(b), a party may commence any legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.145.15.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This To the maximum extent permitted by applicable Law, the provisions of this Agreement and the legal relations between the Parties shall be governed by, by and construed and enforced in accordance with, with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable without regard to principles of conflicts of Laws thereof. law. Each Party hereby irrevocably and unconditionally (ba) In consents and submits to the exclusive jurisdiction of any action between federal or state court located the City of Wilmington, Delaware (the “Delaware Courts”) for any of the parties 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 of the Contemplated Transactions, each of the parties: (a) irrevocably litigation relating thereto except in such courts and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits waives any claim that such Party is not subject personally to the jurisdiction of the United States District Court for the District of Delawareany Delaware Court); , (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim (by way of a motion, as a defense or otherwise) in any Delaware Court that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; litigation brought therein has been brought in any inconvenient forum and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement All issues and questions concerning the construction, validity, interpretation and enforceability of this letter shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless without giving effect to any choice of law or conflict of law rules or provisions (whether of the Laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles would cause the application of conflicts the laws of Laws thereofany jurisdiction other than the State of Delaware. (b) In any action between any Each of the parties hereto (i) agrees that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with this Agreement or any the transactions contemplated hereby shall be brought exclusively in the federal courts of the Contemplated Transactions, each United States of America located in the State of Delaware and the Court of Chancery of the parties: State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such Proceeding, (aii) irrevocably and unconditionally agrees that any Proceeding out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, (iii) consents and submits to submit itself to the exclusive personal jurisdiction of any federal courts of the United States of America located in the State of Delaware and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each connection with any dispute that arises out of this Agreement or any of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); transactions contemplated by this Agreement, (biv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (cv) agrees that it will not irrevocably waives, to the extent permitted by Law, the right to bring any such action Proceeding relating to this Agreement in any court other than the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware (unless or, only if the federal courts have exclusive Delaware Court of Chancery declines to accept jurisdiction over the a particular matter, in which case each of any state or federal court within the parties agrees that it will not bring such action in any court other than the United States District Court for the District State of Delaware). Service Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any processsuch court. Without limiting the foregoing, summons, notice or document to any party’s address and each party agrees that service of process on such party as provided in the manner set forth in Section 5.7 12 shall be deemed effective service of process for any on such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionparty. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the rights and obligations of the parties hereto under this Agreement, and any disputes arising under or relating 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, regardless Delaware without regard to the conflict of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereof. (b) In any action between any Each of the parties arising (i) irrevocably submits exclusively to the jurisdiction of the Chancery Courts of the State of Delaware (the “Chancery Court”) or, if the Chancery Court declines jurisdiction, any other Delaware state court, and the federal courts of the United States of America, in each case, located in New Castle County in the State of Delaware (collectively, “Chosen Courts”) in the event any dispute arises out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated hereby, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and , (ciii) agrees that it will not bring any such action Legal Proceeding by or before any Governmental Body relating to this Agreement or any of the transactions contemplated hereby in any court other than the Court Chosen Courts, (iv) waives any objection that it may now or hereafter have to the venue of Chancery of any such Legal Proceeding in the State of Delaware Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (unless v) consents to service being made through the federal courts have exclusive jurisdiction over the matter, notice procedures set forth in which case each Section 5.9. Each of the parties hereby agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service service of any process, summons, notice or document by U.S. registered mail to any party’s address and in the manner respective addresses set forth in Section 5.7 5.9 shall be effective service of process for any such actionLegal Proceeding in connection with this Agreement or the transactions contemplated hereby. Each Notwithstanding the foregoing in this Section 5.16(b), a party hereto further waives may commence any claim and will not assert that venue should properly lie legal action or proceeding in any a court other location within than the selected jurisdictionabove-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (ii) IT EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iii) IT EACH SUCH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (iv) IT EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.145.16.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, all respects by the Laws of the State of Delaware. Any disagreement, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties issue, dispute, claim, demand or controversy arising out of or relating to this Agreement or any of (each, a “Dispute”) shall be brought in the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware (unless the federal courts Delaware, so long as such court shall have exclusive subject matter jurisdiction over the mattersuch Dispute, in which case each of the parties irrevocably and unconditionally consents and submits to the or if it does not have subject matter jurisdiction of over such Dispute, the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action state court in any court other than the Court of Chancery Delaware having jurisdiction of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each Dispute. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Dispute and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Dispute in any such court and that any such Dispute which is brought in any such court has been brought in an inconvenient forum. Process in any such Dispute may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that it will not bring service of process on such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth party as provided in Section 5.7 5.9 shall be deemed effective service of process for any on such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionparty. (cb) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The parties hereto agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the Laws of the State of Delaware, regardless Arkansas without regard to any conflict of the Laws or choice of Law principles that might otherwise govern under applicable principles refer construction or interpretation of conflicts this Agreement to the substantive Law of Laws thereofanother jurisdiction. (b) In Each party hereto agrees that it will bring any action between or proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the Contemplated TransactionsState of Arkansas (the “Chosen Courts”), each and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties: this Agreement, (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the State of Delaware Chosen Courts, (unless iii) waives any objection that the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matterany party, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (biv) agrees that it will not attempt to deny or defeat service of process upon such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring party in any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it or proceeding will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie if notice is given in any other location within the selected jurisdictionaccordance with Section 5.3. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES 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 SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES ACKNOWLEDGES THAT: (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.145.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws law thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware and any state appellate court therefrom or, if (unless but only if) such court lacks subject matter jurisdiction, the federal courts have exclusive jurisdiction over United States District Court sitting in New Castle County in the matterState of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) 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 which case each accordance with Section 6.1. Each of the parties irrevocably and unconditionally consents (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 submits determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of the United States District Court for the District venue of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any court other than the Court Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of Chancery an inconvenient forum to the maintenance of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and proceeding in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionDelaware Courts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OF PARTY IN THE CONTEMPLATED TRANSACTIONSNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND CERTIFIES THAT: (iB) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACKNOWLEDGES THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.146.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, and any dispute, claim, legal action, suit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of DelawareFlorida, regardless without regard to conflict of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereof. (b) In any action between any . Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal and state courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for of America located in the District State of Delaware); Florida, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (iii) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the state and federal courts in Miami-Date Country, State of Florida (or, only if the state and federal courts in Miami-Dade County, State of Florida decline to accept jurisdiction over a particular matter, any state or federal court within the State of Florida) (the “Chosen Courts”), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (cv) agrees that it will not bring any such action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of Chosen Courts, except to the State of Delaware (unless the federal extent that all such courts have exclusive shall lawfully decline to exercise such jurisdiction over the matter, in which case each of the parties agrees and except that it will not bring such action any party may seek to enforce or implement any Order obtained in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice such courts or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected court of competent jurisdiction. (cb) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND THEREFORE IT HEREBY IRREVOCABLY UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES TO THIS AGREEMENT CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATIONA LEGAL ACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF (II) SUCH WAIVER; (ii) IT UNDERSTANDS AND PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (III) SUCH WAIVER; (iii) IT PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless Delaware (without giving effect to choice of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereof). (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (a) irrevocably and unconditionally consents and submits to submit itself to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (unless the federal courts have exclusive Delaware Court of Chancery shall decline to accept jurisdiction over the a particular matter, in which case each case, of any Delaware state or federal court within the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District State of Delaware); , in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (c) except as set forth below, agrees that it will not bring any such action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of Delaware state or federal courts within the State of Delaware (unless Delaware, as described above. Each of Xxxxxxxxx, Xxxxx and the federal courts have exclusive jurisdiction over Janus Stockholder irrevocably consents to the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for out of any of the aforementioned courts in any such action. Each , suit or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to such party hereto further waives any claim at its address specified pursuant to Section 5.5 and will not assert that venue should properly lie in any other location within the selected jurisdictionSchedule I, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF XXXXXXXXX, XXXXX AND DIFFICULT ISSUES, AND THEREFORE IT THE JANUS STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the rights and obligations of the parties hereto under this Agreement, and any claim or controversy directly or indirectly based upon or arising out of this Agreement or the actions contemplated by this Agreement, including all matters of construction, validity and performance, shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 5.10 shall be effective service of process for any such action. Notwithstanding the foregoing in this Section 5.17(b), a party may commence any legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.145.17.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Notwithstanding the foregoing in this Section 5.14(b), a party may commence any legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 13.1 This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareNew York, regardless excluding its conflict of laws rules to the Laws that might otherwise govern under applicable principles extent such rules would apply the law of conflicts of Laws thereofanother jurisdiction. (b) In 13.2 Any judicial proceeding brought against any action between Party or any of the parties dispute arising out of or relating to this Agreement or any related to this Agreement, or the negotiation or performance hereof, must be brought in the courts of the Contemplated TransactionsState of New York, or in the U.S. District Court for the State of New York, and, by execution and delivery of this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to Parties accepts the exclusive jurisdiction of such courts, and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, irrevocably agrees to be bound by any judgment rendered thereby in which case each of the parties irrevocably connection with this Agreement and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.. The consents to jurisdiction in this Section 13.2 will not constitute general consents to service of process in the State of New York for any purpose except as provided in this Section 13.2 and will not be deemed to confer rights on any Person other than the Parties. Service of any process, summons, notice or document by U.S. mail to a Party’s address for notice provided in or in accordance with Section 12.8 will be effective service of process for any action, suit or proceeding in the State of New York with respect to any matters for which it has submitted to jurisdiction pursuant to this Section 13.2 (c) EACH PARTY ACKNOWLEDGES 13.3 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESCANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF OR THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY AND SUCH PROCEEDINGS WILL INSTEAD BE TRIED IN A COURT OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The validity, interpretation and enforcement of this Agreement shall will be governed by, and construed in accordance with, by the Laws of the State of Delaware, regardless other than any choice of Law provisions thereof that would cause the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofanother state to apply. (b) In any action between any By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the parties arising state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , and (ciii) agrees that it will not bring any such action relating to this Agreement or any of the Transactions in any court other than court. Each of the Court Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of Chancery venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterDelaware, in which case each of the parties agrees or that it will not bring any such action dispute brought in any such court other than has been brought in an inconvenient or improper forum. The Parties further agree that the United States District Court for the District of Delaware). Service mailing by certified or registered mail, return receipt requested, of any process, summons, notice or document to process required by any party’s address such court will constitute valid and in the manner set forth in Section 5.7 shall be effective lawful service of process against them, without necessity for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in service by any other location within the selected jurisdictionmeans provided by statute or rule of court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.147.04(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws law thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware and any state appellate court therefrom or, if (unless but only if) such court lacks subject matter jurisdiction, the federal courts have exclusive jurisdiction over United States District Court sitting in New Castle County in the matterState of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) 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 which case each accordance with Section 6.1. Each of the parties irrevocably and unconditionally consents (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 submits determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of the United States District Court for the District venue of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any court other than the Court Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of Chancery an inconvenient forum to the maintenance of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and proceeding in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionDelaware Courts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OF PARTY IN THE CONTEMPLATED TRANSACTIONSNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: HERETO (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, MAKES THIS WAIVER VOLUNTARILY AND(B) ACKNOWLEDGES THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.146.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The validity, interpretation and enforcement of this Agreement shall will be governed by, and construed in accordance with, by the Laws of the State of Delaware, regardless other than any choice of Law provisions thereof that would cause the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofanother state to apply. (b) In any action between any By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the parties arising state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (ciii) agrees that it will not bring any such action relating to this Agreement or any of the Transactions in any court other than court. Each of the Court Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of Chancery venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterDelaware, in which case each of the parties agrees or that it will not bring any such action dispute brought in any such court other than has been brought in an inconvenient or improper forum. The Parties further agree that the United States District Court for the District of Delaware). Service mailing by certified or registered mail, return receipt requested, of any process, summons, notice or document to process required by any party’s address such court will constitute valid and in the manner set forth in Section 5.7 shall be effective lawful service of process against them, without necessity for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in service by any other location within the selected jurisdictionmeans provided by statute or rule of court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.147.3(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by20.4.1 THE PARTIES HERETO AGREE THAT THE SUBLEASE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE SUBLEASE, AND ALL ISSUES CONCERNING THE RELATIONSHIP OF THE PARTIES AND THE ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE GOVERNING LAW WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES, EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO AGREE APPLY TO THIS AGREEMENT. THE PARTIES AGREE THAT THE SUBLEASE WAS DELIVERED IN THE STATE OF NEW YORK. 20.4.2 Pursuant to and construed in accordance with, the Laws with Section 5-1402 of the State of DelawareNew York General Obligations Law, regardless of the Laws Sublessee and Sublessor each agree that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District of Delaware); New York and any New York state court sitting in the County of New York, New York, and all related appellate courts, are to have non-exclusive jurisdiction to settle any disputes arising out of or relating to the Sublease and submits itself and its property to the non-exclusive jurisdiction of the foregoing courts with respect to such dispute. 20.4.3 Without prejudice to any other mode of service, each of Sublessee and Sublessor consents to service of process by facsimile or prepaid mailing by air mail, certified or registered mail of a copy of the process to the other at the facsimile number or address, as applicable, set forth in this Agreement or as otherwise notified to the other pursuant to this Agreement. 20.4.4 Each of Sublessee and Sublessor: (a) waives to the fullest extent permitted by Law any objection which it may now or hereafter have to the courts referred to in Section 20.4.2 on grounds of inconvenient forum or otherwise as regards proceedings in connection with the Sublease; (b) agrees that waives to the fullest extent permitted by Law any objection which it will not attempt may now or hereafter have to deny the laying of venue of any suit, action or defeat such jurisdiction by motion proceeding arising out of or other request for leave from such courtrelating to the Sublease brought in the courts referred to in this Section 20.4; and and (c) agrees that a judgment or order of any court referred to in Section 20.4.2 in connection with the Sublease is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction as if made by the highest court in that other jurisdiction and accordingly Sublessee will not bring seek to, nor be entitled to, contest and/or delay and/or obstruct registration or enforcement of any such action judgment and/or award and/or order on grounds of public policy or otherwise. (d) This Section 20.4 shall survive, continue to take full effect and not merge in any order or judgment and nothing in this Section 20.4 limits the right of either party to bring proceedings against the other in connection with the Sublease: (i) in any other court other of competent jurisdiction; or (ii) concurrently in more than the Court 1 jurisdiction. 20.4.5 Each of Chancery of the State of Delaware Sublessee and Sublessor irrevocably and unconditionally: (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties a) agrees that if the other brings legal proceedings against it or its assets in relation to the Sublease no sovereign or other immunity from such legal proceedings (which will not bring be deemed to include suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, other attachment, the obtaining of judgment, execution of a judgment or other enforcement or legal process or remedy) will be claimed by or on behalf of itself or with respect to its assets; (b) waives any such action right of immunity which it or its assets now has or may in any court other than the future acquire and agrees that the foregoing waiver shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States District Court of America and is intended to be irrevocable for the District purposes of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.act; and (c) waives any requirement, of any kind whatsoever, for Sublessor to provide any form of security in respect of the payment of any damages, costs, expenses or any other financial obligation resulting from the commencement or prosecution of proceedings or the making of or service of any order and Sublessee undertakes (x) not to challenge the validity of any proceedings or the making of any orders without any requirement for the provision of such security (y) to advise any court upon Sublessor’s request that Sublessee requires no such security and (z) to provide security itself for any third party claims arising out of or in connection with such proceedings and/or orders. 20.4.6 EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF SUBLESSEE AND DIFFICULT ISSUES, AND THEREFORE IT SUBLESSOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE SUBLEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSTHEREBY OR THE SUBLESSOR/SUBLESSEE RELATIONSHIP BEING ESTABLISHED, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGESOF SUBLESSOR AND SUBLESSEE REPRESENTS AND WARRANTS THAT EACH HAS REVIEWED AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH ITS LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVETHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AGENT RENEWALS, SUPPLEMENTS OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, MODIFICATIONS TO THE SUBLEASE. IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1420.4 MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless Delaware without giving effect to any choice or conflict of law provision or rule (whether of the Laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles would cause the application of conflicts the laws of Laws thereofany jurisdiction other than the State of Delaware. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereby (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, if (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bonly if) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive declines to accept jurisdiction over the a particular matter, in which case each the Superior Court of the parties State of Delaware (Complex Commercial Division) or, if (and only if) the Superior Court of the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, and any appellate courts therefrom (collectively, the “Chosen Courts”), (ii) irrevocably waives any objection that it may now or hereafter have to the venue of any such action, dispute or controversy in any such court or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (iii) agrees that it will shall not bring such action any Legal Proceeding relating to this Agreement or the Transactions in any court other than the United States District Court for the District of Delaware). Service of any processaforesaid courts, summons, notice or document and (iv) irrevocably consents to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any by first class certified mail, return receipt requested, postage prepaid, to the address at which such action. Each party hereto further waives any claim and will not assert that venue should properly lie is to receive notice in accordance with Section 9.8, in addition to any other location within the selected jurisdictionmethod to serve process permitted by applicable Law. (c) THE PARTIES TO THIS AGREEMENT EACH PARTY ACKNOWLEDGES THAT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CONTROVERSY WHICH MAY ARISE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT IS LIKELY OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSTRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH PARTY ACKNOWLEDGES, HEREBY AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVECONSENTS THAT ANY SUCH CLAIM, AGENT DEMAND, ACTION, OR ATTORNEY CAUSE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK PARTIES TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14CONSENT OF THE PARTIES HERETO TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The validity, interpretation and enforcement of this Agreement shall will be governed by, and construed in accordance with, by the Laws of the State of Delaware, regardless other than any choice of Law provisions thereof that would cause the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofanother state to apply. (b) In any action between any By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the parties arising state and federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , and (ciii) agrees that it will not bring any such action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than court. Each of the Court Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of Chancery venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterDelaware, in which case each of the parties agrees or that it will not bring any such action dispute brought in any such court other than has been brought in an inconvenient or improper forum. The Parties further agree that the United States District Court for the District of Delaware). Service mailing by certified or registered mail, return receipt requested, of any process, summons, notice or document to process required by any party’s address such court will constitute valid and in the manner set forth in Section 5.7 shall be effective lawful service of process against them, without necessity for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in service by any other location within the selected jurisdictionmeans provided by statute or rule of court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.144.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the Laws of the State of DelawareTHE LAWS OF THE STATE OF DELAWARE, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofAPPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. (b) In any action between any of the parties All actions and proceedings arising out of or relating to this Agreement or any of shall be heard and determined in the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware (unless or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal courts have court sitting in the State of Delaware, and the parties to this Agreement irrevocably submit to the exclusive jurisdiction over the matterof such courts (and, in which the case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bappeals, appropriate appellate courts therefrom) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in any court other than the Court this paragraph shall not constitute general consents to service of Chancery of process in the State of Delaware (unless and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the federal courts have exclusive jurisdiction over the matter, in which case each parties hereto. Each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 5.5 and agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to any party’s address and in the manner respective addresses set forth in Section 5.7 5.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. The parties hereto agree that a final judgment in any such action. Each party hereto further waives any claim action or proceeding shall be conclusive and will not assert that venue should properly lie may be enforced in other jurisdictions by suit on the judgment or in any other location within the selected jurisdictionmanner provided by applicable Law. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OF THE PARTIES TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Amendment and Consent and all claims, actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Amendment and Consent, any of the transactions contemplated by this Amendment and Consent or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery laws of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each without giving effect to choice of law principles thereof). (b) Each of the parties hereto (i) irrevocably and unconditionally consents and submits to submit itself to the exclusive jurisdiction of the United States District Court for Delaware Courts in the District event any dispute, claim or cause of Delaware); action arises out of or relates to this Amendment and Consent or the transactions contemplated by this Amendment and Consent, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court; any Delaware Court and (ciii) agrees that it will not bring any such claim or action arising out of or relating to this Amendment and Consent or the transactions contemplated by this Amendment and Consent in any court other than the Court of Chancery of the State of a Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each Court. Each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District hereto hereby irrevocably and unconditionally consents to service of Delaware). Service of any process, summons, notice or document to any party’s address and process in the manner set forth provided for notices in Section 5.7 shall be effective service 9.02 of the Merger Agreement. Nothing in this Amendment and Consent will affect the right of any party to this Amendment and Consent to serve process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmanner permitted by Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AMENDMENT AND CONSENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AMENDMENT AND CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT OR THE CONTEMPLATED TRANSACTIONSCOMPANY UNDER THIS AMENDMENT AND CONSENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AMENDMENT AND CONSENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410. [Signature page follows.]

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto hereby (ai) expressly and irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matteror if such Court of Chancery lacks subject matter jurisdiction, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); , in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (bii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (ciii) agrees that it will shall not bring any such action relating to this Agreement or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matteror if such Court of Chancery lacks subject matter jurisdiction, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service ; provided that each of the parties has the right to bring any process, summons, notice action or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service proceeding for enforcement of process for any a judgment entered by such action. Each party hereto further waives any claim and will not assert that venue should properly lie court in any other location within the selected court or jurisdiction. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSAGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS IMPLICATION OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.146.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws law thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware and any state appellate court therefrom or, if (unless but only if) such court lacks subject matter jurisdiction, the federal courts have exclusive jurisdiction over United States District Court sitting in New Castle County in the matterState of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) 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 which case each accordance with Section 6.1. Each of the parties irrevocably and unconditionally consents (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 submits determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of the United States District Court for the District venue of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any court other than the Court Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of Chancery an inconvenient forum to the maintenance of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and proceeding in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionDelaware Courts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OF PARTY IN THE CONTEMPLATED TRANSACTIONSNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND CERTIFIES THAT: (iB) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACKNOWLEDGES THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.146.5(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto hereby (ai) expressly and irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matteror if such Court of Chancery lacks subject matter jurisdiction, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); , in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (bii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (ciii) agrees that it will shall not bring any such action relating to this Agreement or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matteror if such Court of Chancery lacks subject matter jurisdiction, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service ; provided that each of the parties has the right to bring any process, summons, notice action or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service proceeding for enforcement of process for any a judgment entered by such action. Each party hereto further waives any claim and will not assert that venue should properly lie court in any other location within the selected court or jurisdiction. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSAGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS IMPLICATION OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.146.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, with the Laws internal laws of the State of Delaware, regardless New York without regard to the conflicts of laws provisions thereof. The Company hereby irrevocably submits to the jurisdiction of any court of the Laws that might otherwise govern under applicable principles State of conflicts New York located in the County of Laws thereof. (b) In any action between any New York or the United States District Court for the Southern District of the parties State of New York, any appellate courts from any thereof (any such court, a "New York Court") or any court of the United Kingdom located in London, or any appellate courts from any thereof (and such court, a "UK Court"), but shall not be required to submit to the jurisdiction of a court other than a New York Court or UK Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the Contemplated Transactionsforegoing, each which is brought by or against the Company, and the Company hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any such court. Each party hereto (other than the parties: (aCompany) hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of any New York Court, but shall not be required to submit to the jurisdiction of a court other than a New York Court, for the purpose of any suit, action or other proceeding arising out of or relating to this Agreement or under any applicable securities laws and arising out of the foregoing, which is brought by or against such party, and such party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding will be heard and determined in any such court. The Company hereby agrees not to commence any action, suit or proceeding relating to this Agreement other than in a New York Court except to the extent mandated by applicable law. The Company hereby waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding in any New York Court or any UK Court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. Each party hereto (other than the Company) hereby waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding in any New York Court or that such suit, action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. The submission to the jurisdiction referred to in the preceding paragraph shall not limit the right of any Shareholder or Holder to take proceedings against any other party hereto in courts of any other competent jurisdiction nor shall the taking of proceedings against such other party in any one or more jurisdictions preclude the taking of proceedings against such other party in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. The Company agrees that the process by which any suit, action or proceeding is begun in connection with this Agreement may be served on it at its principal place of business in the United Kingdom for the time being. If the Company ceases to have a principal place of business in the United Kingdom, it shall immediately appoint a further person in the United Kingdom to accept service of process on its behalf in such jurisdiction. Nothing contained herein shall affect the right of the parties hereto to serve process in any other manner permitted by law. In addition, the Company acknowledges and agrees that (a) it has, by separate letter, irrevocably appointed CT Corporation System, as its authorized agent upon which process may be served in any suit or proceeding against the Company arising out of or relating to this Agreement or under any securities laws of the United States District Court for or any state thereof and arising out of the District of Delaware); foregoing, (b) agrees that it will not attempt has, prior to deny or defeat the date hereof, paid such jurisdiction by motion or other request agent an amount in cash sufficient to procure such agent's services for leave eleven years from such court; the date hereof and (c) agrees that it will not bring any service of process upon such action in any court other than agent, and written notice of said service to the Court of Chancery of Company by the State of Delaware (unless person serving the federal courts have exclusive jurisdiction over same to the matteraddress provided above, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be deemed in every respect effective service of process for upon the Company in any such actionsuit or proceeding. Each party hereto further waives The Company agrees to take any claim and will not assert that venue should properly lie all action as may be necessary to maintain such designation and appointment of such agent in any other location within full force and effect for a period of at least eleven years from the selected jurisdictiondate of this Agreement. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the schedules hereto, and all claims and disputes arising hereunder or in connection herewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless including its statutes of limitation, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of Laws thereofDelaware. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated TransactionsThe Parties hereby agree and consent to, each of the parties: (a) irrevocably and unconditionally consents and submits shall cause their respective Affiliates to, be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless or, to the extent such court lacks subject matter jurisdiction, first to any federal courts have exclusive court, or second, to any state court, each located in New Castle County, Delaware, and the Parties hereby waive the right to assert the lack of personal jurisdiction over or improper venue in connection with any such suit, action or other proceeding. In furtherance of the matterforegoing, in which case each of the parties irrevocably Parties hereto (on behalf of itself and unconditionally consents its Affiliates) (1) waives the defense of inconvenient forum, (2) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court and submits to the jurisdiction of the United States District Court for the District of Delaware); (b3) agrees that it will not attempt to deny or defeat a final judgment in any such jurisdiction by motion suit, action or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 proceeding shall be effective service of process for any such action. Each party hereto further waives any claim conclusive and will not assert that venue should properly lie may be enforced in other jurisdictions by suit or judgment or in any other location within the selected jurisdictionmanner provided by Law. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED (ON BEHALF OF ITSELF AND DIFFICULT ISSUES, AND THEREFORE IT ITS AFFILIATES) HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES AND (I) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY SUCH ACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGES THAT IT HAS AND EACH OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.1411.04(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Letter of Transmittal shall be governed by, and construed in accordance with, the with Laws of the State of Delaware, regardless Delaware without giving effect to any choice or conflict of law provision or rule (whether of the Laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles would cause the application of conflicts laws of Laws thereof. (b) In any action between any jurisdictions other than those of the parties State of Delaware. All actions and proceedings based upon, arising out of or relating to this Agreement or any Letter of Transmittal shall be heard and determined in the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery state courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of or the United States District Court for federal court sitting in the District City of Delaware); Wilmington, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (band, in the case of appeals, appropriate appellate courts therefrom) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The above signed agrees that a final judgment in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 proceeding shall be effective service of process for any such action. Each party hereto further waives any claim conclusive and will not assert that venue should properly lie may be enforced in other jurisdictions by suit on the judgment or in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT manner provided by applicable Law. THE ABOVE SIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY 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 ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE, AND ENFORCEMENT OF THE LETTER OF TRANSMITTAL OR RELATING TO THIS ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. NONE OF PURCHASER, THE STOCKHOLDER REPRESENTATIVE OR THE COMPANY IS GIVING ANY TAX ADVICE IN CONNECTION WITH THE MERGER AGREEMENT OR ANY THE TRANSACTIONS CONTEMPLATED THEREBY. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE CONTEMPLATED SUCH TRANSACTIONS. EACH PARTY ACKNOWLEDGESTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), AGREES AND CERTIFIES THAT: is made as of [___________], 2022, by and among Xxxx Water Solutions Corporation, a Delaware corporation (i) NO REPRESENTATIVEthe “Company”), AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDand each of the stockholders listed on Schedule A hereto, EXPRESSLY OR OTHERWISEeach of whom is referred to herein as a “ Holder” and collectively, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14the “Holders”.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) . In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 6.4 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.146.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, with the Laws laws of the State of Delaware, regardless Delaware (except to the extent that mandatory provisions of federal law are applicable). Each of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) Parties hereby irrevocably and unconditionally consents and submits to submit to the exclusive jurisdiction and venue of in the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each or any court of the parties United States located in the State of Delaware, for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties hereby irrevocably and unconditionally consents waives, and submits agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of the United States District Court aforesaid courts for any reason other than the District failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of Delawareany such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); , and to the fullest extent permitted by applicable law, that the Litigation in any such court is brought in an inconvenient forum, that the venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. (b) agrees that it will not attempt Each Party irrevocably consents to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring the service of process out of any of the aforementioned courts in any such action in any court other than Litigation by the Court mailing of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the mattercopies thereof by registered mail, in which case each of the parties agrees that it will not bring postage prepaid, to such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s party at its address and in the manner set forth in Section 5.7 shall be effective this Agreement, such service of process for any to be effective upon acknowledgment of receipt of such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionregistered mail. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESEach Party hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSand therefore each Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation, directly or indirectly, arising out of, or relating to, this Agreement, or the transactions contemplated by this Agreement. EACH PARTY ACKNOWLEDGESEach Party certifies and acknowledges that (a) no representative, AGREES AND CERTIFIES THAT: agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver, (ib) NO REPRESENTATIVEeach Party understands and has considered the implications of this waiver, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED(c) each Party makes this waiver voluntarily and (d) each Party has been induced to enter into this Agreement by, EXPRESSLY OR OTHERWISEamong other things, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14the mutual waivers and certifications in this Section 10.7(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. If this Agreement/Resolutions relates to Accounts established and/or maintained at (ai) This Agreement HSBC Bank USA, National Association (other than in the State of California) or HSBC Brokerage (USA) Inc. or any other broker-dealer affiliate of any of them, it shall be governed by, and construed in accordance with, subject to the Laws laws of the State of DelawareNew York, regardless of the Laws that might otherwise govern under applicable principles of without regard to conflicts of Laws law principles thereof. (b) In any action between any of the parties arising out of or , and actions relating to this Agreement Agreement/Resolutions may be commenced only in New York state or any federal court in New York County; (ii) HSBC Private Bank International, it shall be subject to the laws of the Contemplated TransactionsState of Florida, without regard to conflicts of law principles thereof, and actions relating to this Agreement/Resolutions may be commenced only in Florida state or federal court in Dade County, (iii) branches of HSBC Bank USA, National Association located in the State of California, it shall be subject to the laws of the State of California, without regard to conflicts of law principles thereof, and actions related to this Agreement/Resolutions may be commenced only in a California state or federal court in Los Angeles County. The Organization, each of the parties: (a) irrevocably undersigned and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the mattereach Indemnifying Person hereby submits, in which case each of the parties irrevocably and unconditionally consents and submits such circumstances, to the jurisdiction of the United States District Court such above referenced courts for the District any dispute arising directly or indirectly out of Delaware); (b) this Agreement/Resolutions, each agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any in such action. Each party hereto further action shall be valid when made by registered or certified mail to their last address in the records of the relevant entity in the HSBC Group, and each waives any claim and will not assert that objection it may have to jurisdiction or venue should properly lie in such court or any other location within the selected jurisdiction. (c) objection or defense of inconvenient forum in such court. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED APPLICABLE ENTITY IN THE HSBC GROUP, THE ORGANIZATION, EACH OF THE UNDERSIGNED AND DIFFICULT ISSUES, AND THEREFORE IT EACH INDEMNIFYING PERSON HEREBY IRREVOCABLY WAIVES WAIVE ANY RIGHT IT SUCH PERSON OR ENTITY MAY HAVE TO A JURY TRIAL BY JURY IN SUCH COURTS WITH RESPECT OF ANY ACTION TO ALL MATTERS ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSAGREEMENT/RESOLUTIONS. EACH PARTY ACKNOWLEDGESRatification/Revocation • All transactions and agreements previously entered into, AGREES AND CERTIFIES THATand all acts done or omitted in the name of or for the Account of the Organization, with or through the HSBC Group, including, but not limited to, transactions and agreements such as those indicated in this Agreement/Resolutions, are hereby ratified, confirmed and approved. • The relevant HSBC branch or office may rely on this Agreement/Resolutions as to the Organization’s Accounts with it until it receives written notice of revocation at the address of the office or branch where such Account is maintained or to such other address specified in writing by HSBC, and has had a reasonable opportunity to act on it. In the case of a partnership or limited liability partnership, each partner (other than the limited partners of a limited partnership) will remain jointly and severally liable for all obligations of the partnership, or of any present or future partner, incurred or contracted before receipt of notice and opportunity to act on such notice by the relevant HSBC office, as to any dissolution or termination of the partnership (whether by the death, resignation or removal of any partner or otherwise). All notices shall be sent to the relevant HSBC branch or office at its address or to such other address specified in writing by HSBC. This Agreement/Resolutions is in addition to, and not in replacement of, designations of authority previously or simultaneously provided to HSBC, all of which may continue to be relied upon by HSBC. Unless specifically designated as a revocation, this Agreement/Resolutions and future designations of Representatives or other authorized persons shall be cumulative and will be deemed additions, not substitutions. Any one of the following: corporate secretary or any officer, general partner, partner (iother than a limited partner of a limited partnership), member, manager or trustee (in the case, respectively, of a corporation, limited partnership, partnership or limited liability partnership, limited liability company or trust, as the case may be) NO REPRESENTATIVEis hereby authorized to change existing and to provide new designations of Representatives or other authorized persons. HSBC may, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDbut is not required to, EXPRESSLY OR OTHERWISErequest confirmation of authority of any Representative. Representatives As certified above, THAT SUCH OTHER PARTY WOULDeach of the Representatives is listed below. Special Provisions (if any) Signatures (see signature instructions on next page) Certification, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.consent and agreement: Date _ _ Corporations only

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all claims, actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the Transactions, or the actions of the Silver Parties or the Titanium Parties in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless Michigan (without giving effect to choice of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereof). (b) In any action between any Each of the parties arising Parties (i) irrevocably consents to submit itself to the exclusive jurisdiction of the state and federal courts in the State of Michigan (such courts, collectively, the “Michigan Courts”) in the event any dispute, claim or cause of action arises out of or relating relates to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court; any Michigan Court and (ciii) agrees that it will not bring any such claim or action arising out of or relating to this Agreement or the Transactions in any court other than the Court of Chancery a Michigan Court. Each of the State Parties hereby irrevocably and unconditionally consents to service of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and process in the manner set forth provided for notices in Section 5.7 shall be effective service 9.02. Nothing in this Agreement will affect the right of any Party to serve process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmanner permitted by Applicable Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF THE CONTEMPLATED TRANSACTIONSSILVER OR TITANIUM UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (ii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (iv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.149.08.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and, unless explicitly provided otherwise therein, each of the other Operative Documents, including the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, and all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be governed by, and construed in accordance with, with and governed by the Laws domestic substantive laws of the State of Delaware, regardless Ohio without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the Laws domestic substantive laws of any other jurisdiction. The Company, to the extent that might otherwise govern under applicable principles it may lawfully do so, hereby consents to service of conflicts process, and to be sued, in the State of Laws thereof. (b) In any action between any Ohio and consents to the jurisdiction of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably Ohio and unconditionally consents and submits to the jurisdiction of the United States District Court for the Northern District of Delaware); (b) Ohio, 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 thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. The Company further agrees that it will not attempt to deny a summons and complaint commencing an action or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action proceeding in any court other than of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address referred to in Section 24 or as otherwise provided under the Court of Chancery laws of the State of Delaware (unless Ohio. Notwithstanding the federal courts have exclusive jurisdiction over foregoing, the matter, in which case each of the parties Company agrees that it will not bring nothing contained in this Section 28 shall preclude the institution of any such suit, action or other proceeding in any court jurisdiction other than the United States District Court for the District State of Delaware)Ohio. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY THE COMPANY IRREVOCABLY 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 ACTION ARISING OUT OF ITS OBLIGATIONS HEREUNDER OR RELATING TO THIS AGREEMENT THEREUNDER OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless Delaware without reference to the conflicts of law principles thereof to the extent such principles would require or permit the application of laws of another jurisdiction. The parties hereto irrevocably submit to the exclusive jurisdiction of the Laws that might otherwise govern under applicable principles Delaware Court of conflicts Chancery (or, if the Delaware Court of Laws thereof. (bChancery shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware) In in any action between any of the parties arising out of or relating to this Agreement Agreement, and hereby irrevocably agree that all claims in respect of such action may and shall be heard and determined in such state or federal court. The parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and any rights they may have to transfer or change venue of such action or proceeding. The parties hereto further agree, to the fullest extent permitted by law, that judgment against any of the Contemplated Transactions, each of the parties: (a) irrevocably them in any action or proceeding contemplated above shall be conclusive and unconditionally consents and submits to the exclusive may be enforced in any other jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of within or outside the United States District Court for of America by suit on the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware)judgment. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY. (A) EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: (i) ACKNOWLEDGES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiB) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiC) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivD) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.148.12.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The Parties agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the Laws of the State of Delaware, regardless Arkansas without regard to any conflict of the Laws or choice of Law principles that might otherwise govern under applicable principles refer construction or interpretation of conflicts this Agreement to the substantive Law of another jurisdiction (except that matters relating to the fiduciary duties of the board of directors of Southwest shall be subject to the Laws thereofof the State of Oklahoma). (b) In Each Party agrees that it will bring any action between or proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the Contemplated TransactionsState of Arkansas (the “Chosen Courts”), each and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties: this Agreement, (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the State of Delaware Chosen Courts, (unless iii) waives any objection that the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties irrevocably any party and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (biv) agrees that it will not attempt to deny or defeat service of process upon such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring party in any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it or proceeding will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie if notice is given in any other location within the selected jurisdictionaccordance with Section 10.8. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES 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 SUIT, ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OTHER PROCEEDING DIRECTLY OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.INDIRECTLY 76

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by, by and construed in accordance with, with the Laws Law of the State of Delaware, regardless without regard to any Laws or principles thereof that would result in the application of the Laws that might otherwise govern under applicable principles of conflicts any other jurisdiction. The parties expressly waive any right they may have, now or in the future, to demand or seek the application of Laws thereofa governing Law other than the Law of the State of Delaware. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) Each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts or, if such court shall not have exclusive jurisdiction over the matterjurisdiction, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware (or, if such court shall not have jurisdiction, any state court in the state of Delaware); , and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement or the Transaction Agreements or the transactions contemplated hereby or thereby, and each party hereby irrevocably and unconditionally (bi) agrees not to commence any such Action except in such courts, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any claim in respect of any such action Action may be heard and determined in any court other than the Court of Chancery of the State of Delaware (unless or, to the federal courts have exclusive jurisdiction over the matterextent permitted by Law, in such other courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which case each it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the parties State of Delaware or such other courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts. Each party agrees that it will not bring such action a final judgment in any court such Action shall be conclusive and may be enforced in other than jurisdictions by suit on the United States District Court for the District judgment or in any other manner provided by Law. Each party irrevocably consents to service of Delaware). Service of any process, summons, notice or document to any party’s address and process in the manner set forth provided for notices in Section 5.7 shall be effective service Subsection 12.6. Nothing in this Agreement will affect the right of any party to serve process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmanner permitted by Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, ANY OF THE TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF ENFORCE SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER VOLUNTARILY; WAIVERS VOLUNTARILY AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14SUBSECTION 12.3(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 8.6.1. This Agreement and the other Transaction Documents shall be governed byin all respects, including validity, interpretation, construction, performance and construed in accordance witheffect, by the Laws internal laws of the State of DelawareNew York, regardless without reference to choice of law principles that would result in the application of the Laws law of any other state or jurisdiction. The Parties agree that might otherwise govern under applicable principles the federal or state courts located in the State of conflicts of Laws thereof. Delaware or any appellate court therefrom (bthe “Designated Courts”) In shall have exclusive jurisdiction over any action between any of the parties dispute or controversy arising out of or relating to this Agreement Agreement, the other Transaction Documents or any of the Contemplated Transactions, each . Each of the parties: (a) irrevocably and unconditionally consents and submits Parties waives any defense of inconvenient forum to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service maintenance of any process, summons, notice Action or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionproceeding so brought. (c) 8.6.2. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSTRANSACTION. EACH PARTY ACKNOWLEDGES, AGREES AND (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, WOULD SEEK TO AVOID THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; LITIGATION AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.148.6.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all actions, claims, matters, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to or in connection with this Agreement or the actions of the parties hereto or other Persons in the negotiation, administration, performance and enforcement hereof shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless irrespective of its conflicts of law principles and any other Law that would cause the application of the Laws that might otherwise govern under applicable principles (including the statute of conflicts limitations) of Laws thereof. (b) In any action between any jurisdiction other than the State of the Delaware. The parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) hereto hereby irrevocably and unconditionally consents and submits submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal Federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees for any action, suit or proceeding arising out of or relating to this Agreement and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, and hereby irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding arising out of or relating to this Agreement and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, that it will is not attempt to deny subject thereto or defeat that such jurisdiction by motion action, suit or other request for leave from such court; and (c) agrees proceeding may not be brought or is not maintainable in said courts or that it will the venue thereof may not bring be appropriate or that this Agreement or any such action document may not be enforced in any court other than or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined in the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than or the United States District Court for the District of Delaware); provided that a judgment rendered by such court may be enforced in any court having competent jurisdiction. Service The parties hereby consent to and grant any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any processsuch action, summons, notice suit or document to any party’s address and proceeding in the manner set forth provided in Section 5.7 7.1 or in such other manner as may be permitted by Law, shall be effective valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in the courts of process for the State of Delaware in accordance with this Section 7.2, and the parties hereby agrees to waive any objection to such venue of any action, suit or proceeding arising out of or relating to this Agreement and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby. Each party hereto further irrevocably and unconditionally waives any claim right to a trial by jury and will not assert agrees that venue should properly lie any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any other location within the selected jurisdictionLitigation. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) . In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 7.5 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.147.12.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, regardless without regard to the conflicts of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereofsuch State. (b) In With respect to any suit, action between any of the parties arising out of or proceeding relating to this Agreement or any of the Contemplated Transactions(each, a "Proceeding"), each of the parties: Party irrevocably (ai) irrevocably agrees and unconditionally consents and submits to be subject to the exclusive jurisdiction and venue of the Court of Chancery courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, or in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District State of Delaware); Delaware and (bii) agrees that waives any objection which it will not attempt may have at any time to deny or defeat such jurisdiction by motion or other request for leave from the laying of venue of any Proceeding brought in any such court; , waives any claim that such Proceeding has been brought in an inconvenient forum and (c) agrees further waives the right to object, with respect to such Proceeding, that it will such court does not bring have any jurisdiction over such action Party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will for any purpose except as provided above and shall not bring such action in be deemed to confer rights on any court Person other than the United States District Court for the District respective Parties to this Agreement. Each of Delaware). Service Sellers and Purchaser irrevocably agrees that service of any process, summons, notice or document by United States registered mail to any party’s such Party's address and in the manner set forth in Section 5.7 above shall be effective service of process for any such action. Each party hereto further waives , suit or proceeding in Delaware with respect to any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmatters for which it has submitted to jurisdiction pursuant to this Section 11.10(b). (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY OF PURCHASER AND SELLERS HEREBY WAIVE, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR DISPUTES RELATING HERETO. EACH PARTY ACKNOWLEDGES, AGREES OF PURCHASER AND CERTIFIES THAT: SELLERS (iI) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD -77- NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGE THAT IT HAS AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1411.10(c). (d) The Parties agree that the prevailing Party or Parties, as the case may be, in any suit, action or proceeding relating to this Agreement shall be entitled to reimbursement of all costs of litigation, including reasonable attorneys' fees, from the non-prevailing Party. For purposes of this Section 11.10(d), each of the "prevailing party" and the "non-prevailing party" in any suit, action or proceeding shall be the party designated as such by the court or other appropriate official presiding over such suit, action or proceeding, such determination to be made as a part of the judgment rendered thereby. Absent such determination, each Party shall bear its own expenses in any such suit or proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The parties hereto agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the Laws of the State of Delaware, regardless Arkansas without regard to any conflict of the Laws or choice of Law principles that might otherwise govern under applicable principles refer construction or interpretation of conflicts this Agreement to the substantive Law of Laws thereofanother jurisdiction. (b) In Each party hereto agrees that it will bring any action between or proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the Contemplated TransactionsState of Arkansas (the “Chosen Courts”), each and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties: this Agreement, (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the State of Delaware Chosen Courts, (unless iii) waives any objection that the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties irrevocably any party and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (biv) agrees that it will not attempt to deny or defeat service of process upon such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring party in any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it or proceeding will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie if notice is given in any other location within the selected jurisdictionaccordance with Section 5.3. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES 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 SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES ACKNOWLEDGES THAT: (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.145.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws law thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court Delaware Courts; and (ii) consents to service of Chancery of process by first class certified mail, return receipt requested, postage prepaid, to the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, address at which such party is to receive notice in which case each accordance with Section 6.1. Each of the parties irrevocably and unconditionally consents (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 submits determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of the United States District Court for the District venue of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any court other than the Court Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of Chancery an inconvenient forum to the maintenance of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and proceeding in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionDelaware Courts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MERGERS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OF PARTY IN THE CONTEMPLATED TRANSACTIONSNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND CERTIFIES THAT: (iB) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACKNOWLEDGES THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.146.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of without regard to the Laws that might otherwise govern under applicable principles of conflicts of Laws thereoflaw rules of such state. (b) In any action between any Each of the parties hereto irrevocably agrees (i) that any Legal Proceedings 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 shall be brought in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware and (ii) not to commence any such Legal Proceeding in any court except such courts. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal or equitable Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or relating to enforcement of any of the Contemplated Transactionsterms of this Agreement, each of the parties: (a) irrevocably and unconditionally consents hereby waives, and submits agrees not to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterassert, as a defense in which case each of the parties irrevocably and unconditionally consents and submits any such Legal Proceeding, any claim that it is not subject personally to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees , that it will not bring any such action the Legal Proceeding is brought in any court other than an inconvenient forum, that the Court of Chancery venue of the State of Delaware (unless Legal Proceeding is improper or that this Agreement or the federal courts have exclusive jurisdiction over the matter, transactions contemplated hereby may not be enforced in which case each or by such courts. Each of the parties hereto agrees that it will not bring such action notice or the service of process in any court other than Proceeding arising out of or relating to this Agreement or the United States District Court for the District of Delaware). Service of any process, summons, notice transactions contemplated hereby shall be properly served or document to any party’s address and delivered if delivered in the manner set forth in contemplated by Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie 6.5 or in any other location within the selected jurisdictionmanner permitted by applicable Law. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF TRILLER AND DIFFICULT ISSUES, AND THEREFORE IT THE COMPANY STOCKHOLDER HEREBY IRREVOCABLY 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 ACTION LEGAL PROCEEDING ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER VOLUNTARILY; WAIVERS VOLUNTARILY AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.146.1(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 10.6.1 This Agreement shall and the other Transaction Documents (except as otherwise expressly provided therein) will be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareNew York, regardless without giving effect to any choice of law or conflict of law rules that would result in the application of the Laws that might otherwise govern under applicable principles laws of conflicts of Laws thereof. (b) In any action between any another jurisdiction. The Parties agree to exclude the application to this Agreement and the other Transaction Documents of the parties United Nations Convention on Contracts for the International Sale of Goods. Each Party hereby consents to submit itself to the jurisdiction of any state court or Federal court located in New York County in the State of New York (the “Designated Courts”) in connection with any disputes or claims arising out of or pertaining to this Agreement and the other Transaction Documents (except as otherwise expressly provided therein), and the Parties agree that the Designated Courts or any or any appellate court therefrom shall have exclusive jurisdiction over any dispute or controversy arising out of or relating to this Agreement Agreement, the other Transaction Documents (except as otherwise expressly provided therein) or any of the Contemplated Transactions, each Transactions (except as otherwise expressly provided in the applicable Transaction Document). Each of the parties: (a) irrevocably and unconditionally consents and submits Parties waives any defense of inconvenient forum to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service maintenance of any process, summons, notice Action or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionproceeding so brought. (c) 10.6.2 EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF AGREEMENT, THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY. EACH PARTY ACKNOWLEDGES, AGREES AND (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, WOULD SEEK TO AVOID THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; LITIGATION AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410.6.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The Parties agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the Laws of the State of Delaware, regardless Arkansas without regard to any conflict of the Laws or choice of Law principles that might otherwise govern under applicable principles refer construction or interpretation of conflicts this Agreement to the substantive Law of another jurisdiction (except that matters relating to the fiduciary duties of the board of directors of Reliance shall be subject to the Laws thereofof the State of Missouri). (b) In Each Party agrees that it will bring any action between or proceeding in respect of any of the parties claim arising out of or relating related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the Contemplated TransactionsState of Arkansas (the “Chosen Courts”), each and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties: this Agreement, (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the State of Delaware Chosen Courts, (unless iii) waives any objection that the federal courts Chosen Courts are an inconvenient forum or do not have exclusive jurisdiction over the matter, in which case each of the parties irrevocably any party and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (biv) agrees that it will not attempt to deny or defeat service of process upon such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring party in any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it or proceeding will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie if notice is given in any other location within the selected jurisdictionaccordance with Section 10.8. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES 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 SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES ACKNOWLEDGES THAT: (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of Parent, Purchaser or the Company in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless Delaware (without giving effect to choice of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereof). (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to submit itself to the exclusive jurisdiction and venue of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (unless the federal courts have exclusive Delaware Court of Chancery shall decline to accept jurisdiction over the a particular matter, in which case each of any Delaware state or federal court within the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District State of Delaware); ) (bsuch courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court; any Delaware Court and (ciii) agrees that it will not bring any such claim or action arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of a Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each Court. Each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District hereto hereby irrevocably and unconditionally consents to service of Delaware). Service of any process, summons, notice or document to any party’s address and process in the manner set forth provided for notices in Section 5.7 shall be effective service 8.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmanner permitted by Law. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT OR THE CONTEMPLATED TRANSACTIONSCOMPANY UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (ii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (iv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.148.7(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byTHIS AGREEMENT, and construed in accordance withINCLUDING THE TRANSACTIONS CONTEMPLATED HEREBY, the Laws of the State of DelawareAND THE PERFORMANCE HEREUNDER (THE “TRANSACTION MATTERS”), regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. (b) In any action between any Each of the parties arising hereto (i) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery (or, if jurisdiction is not available in the Delaware Court of Chancery, then to the personal jurisdiction of the state or federal courts located in the State of Delaware), in the event any dispute arises out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated hereunder (and agrees not to commence or support any litigation relating to such transactions except in such courts), each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (ciii) agrees that it will not bring any action relating to this Agreement or such action transactions in any court other than the Delaware Court of Chancery (or if jurisdiction is not available in the Delaware Court of Chancery, in a state or federal court located in the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH OR CLAIM THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE TRANSACTIONS CONTEMPLATED HEREUNDER. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.5(c) AND EXECUTED BY EACH OF THE CONTEMPLATED TRANSACTIONSPARTIES HERETO). EACH PARTY ACKNOWLEDGESTHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVERENEWALS, AGENT SUPPLEMENTS OR ATTORNEY OF MODIFICATIONS TO THIS AGREEMENT OR ANY OTHER PARTY HAS REPRESENTEDAGREEMENTS OR DOCUMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREUNDER. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of the transactions contemplated by this Agreement or the Transaction Matters, EXPRESSLY OR OTHERWISEincluding contract claims, THAT SUCH OTHER PARTY WOULDtort claims, IN THE EVENT OF LITIGATIONbreach of duty claims and all other common law and statutory claims. In the event of litigation, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14this Agreement may be filed as a written consent to a trial by the court.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the rights of the Parties and all Proceedings arising in whole or in part under or in connection herewith shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, regardless without regard to the conflicts of the Laws law principles of such state that might otherwise govern under applicable principles apply the law of conflicts of Laws thereofanother jurisdiction. (b) In With respect to any suit, action between any of the parties arising out of or proceeding relating to this Agreement or any of the Contemplated Transactions(each, a “Proceeding”), each of the parties: Party irrevocably (ai) irrevocably agrees and unconditionally consents and submits to be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); Delaware or any Delaware State court sitting in the City of Wilmington and (bii) agrees that waives any objection which it will not attempt may have at any time to deny or defeat such jurisdiction by motion or other request for leave from the laying of venue of any Proceeding brought in any such court; , waives any claim that such Proceeding has been brought in an inconvenient forum and (c) agrees further waives the right to object, with respect to such Proceeding, that it will such court does not bring have any jurisdiction over such action Party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will for any purpose except as provided above and shall not bring such action in be deemed to confer rights on any court Person other than the United States District Court for the District respective Parties to this Agreement. Each of Delaware). Service Seller and Purchaser irrevocably agrees that service of any process, summons, notice or document by United States registered mail to any partysuch Party’s address and in the manner set forth in Section 5.7 above shall be effective service of process for any such action, suit or proceeding in Delaware with respect to any matters for which it has submitted to jurisdiction pursuant to this Section 10.10(b). Each party hereto further waives Notwithstanding the foregoing, a Party may commence any claim and will not assert that venue should properly lie Proceeding in any court other location within than the selected jurisdictionabove-named courts solely for the purpose of enforcing an order or judgment issued by any of the above-named courts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY PURCHASER AND SELLER HEREBY WAIVE, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR DISPUTES RELATING HERETO. EACH PARTY ACKNOWLEDGES, AGREES PURCHASER AND CERTIFIES THAT: SELLER (iI) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGE THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410.10(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 11.6.1 This Agreement (including the documents and instruments referred to herein) and the other Transaction Documents shall be governed byin all respects, including validity, interpretation, construction, performance and construed in accordance witheffect, by the Laws internal laws of the State of Delaware, regardless without reference to choice of law principles that would result in the application of the Laws law of any other state or jurisdiction. The Parties agree that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless or if such court lacks subject matter jurisdiction, the jurisdiction of the courts of the state and federal courts of the State of Delaware) and any appellate court therefrom (the “Designated Court”) shall have exclusive jurisdiction over any dispute or controversy arising out of or relating to this Agreement, the matter, in which case each other Transaction Documents or any of the parties irrevocably Contemplated Transactions (other than with respect to any adjustment proceeding pursuant to Section 2.7), and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny any judgment, determination, arbitration award, finding or defeat such jurisdiction by motion conclusion reached or other request for leave from such court; and (c) agrees that it will not bring any such action rendered in any court other than the Designated Court of Chancery shall be null and void between the Parties. Each of the State Parties waives any defense of Delaware (unless inconvenient forum to the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service maintenance of any process, summons, notice Action or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionproceeding so brought. (c) 11.6.2 EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF TO ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSTRANSACTION. EACH PARTY ACKNOWLEDGES, AGREES AND (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, WOULD SEEK TO AVOID THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; LITIGATION AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1411.6.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This The validity, interpretation and enforcement of this Agreement shall will be governed by, and construed in accordance with, by the Laws of the State of Delaware, regardless other than any choice of Law provisions thereof that would cause the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofanother state to apply. (b) In any action between any By execution and delivery of this Agreement, each Party irrevocably (i) submits and consents to the personal jurisdiction of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably state and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery federal courts of the State of Delaware for itself and in respect of its property in the event that any dispute arises out of this Agreement, (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court and (ciii) agrees that it will not bring any such action relating to this Agreement in any court other than court. Each of the Court Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of Chancery venue of any dispute arising out of this Agreement in the state and federal courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterDelaware, in which case each of the parties agrees or that it will not bring any such action dispute brought in any such court other than has been brought in an inconvenient or improper forum. The Parties further agree that the United States District Court for the District of Delaware). Service mailing by certified or registered mail, return receipt requested, of any process, summons, notice or document to process required by any party’s address such court will constitute valid and in the manner set forth in Section 5.7 shall be effective lawful service of process against them, without necessity for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in service by any other location within the selected jurisdictionmeans provided by statute or rule of court. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT ENFORCE EITHER OF SUCH WAIVER; WAIVERS, (iiII) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; WAIVERS, (iiiIII) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; , AND (ivIV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1415.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, and any dispute, claim, legal action, suit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless without giving effect to any choice or conflict of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. laws provision or rule (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery whether of the State of Delaware (unless or any other jurisdiction) that would cause the federal courts have exclusive application of the Laws of any jurisdiction over other than the matter, in which case each State of Delaware. Each of the parties hereto hereby (a) expressly and irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction of the United States District state courts of the Delaware Court for of Chancery, any other court of the District State of Delaware or any federal court sitting in the State of Delaware); , in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and , (c) agrees that it will not bring any such action Action relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (unless d) waives, to the federal courts fullest extent it may legally and effectively do so, any objection which it may now or hereafter have exclusive jurisdiction over to the matter, in which case laying of venue of any Action arising out of or relating to this Agreement and (e) agrees that each of the other parties hereto shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto agrees that it will not bring such action a final judgment in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 Action shall be effective service of process for any such action. Each party hereto further waives any claim conclusive and will not assert that venue should properly lie may be enforced in other jurisdictions by suit on the judgment or in any other location within the selected jurisdictionmanner provided by Law. (cb) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HERETO HEREBY IRREVOCABLY WAIVES ANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE MERGER OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND HERETO (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.14SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, and any dispute, claim, legal action, suit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of DelawareFlorida, regardless without regard to conflict of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereof. (b) In any action between any . Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal and state courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for of America located in the District State of Delaware); Florida, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (iii) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the state and federal courts in Xxxxx County, State of Florida (the “Chosen Courts”), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (cv) agrees that it will not bring any such action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of Chosen Courts, except to the State of Delaware (unless the federal extent that all such courts have exclusive shall lawfully decline to exercise such jurisdiction over the matter, in which case each of the parties agrees and except that it will not bring such action any party may seek to enforce or implement any Order obtained in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice such courts or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected court of competent jurisdiction. (cb) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND THEREFORE IT HEREBY IRREVOCABLY UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES TO THIS AGREEMENT CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATIONA LEGAL ACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF (II) SUCH WAIVER; (ii) IT UNDERSTANDS AND PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (III) SUCH WAIVER; (iii) IT PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, including the validity hereof and the rights and obligations of the 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, regardless Illinois without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the Laws domestic substantive laws of any other jurisdiction. Each party hereto, to the extent that might otherwise govern under applicable principles it may lawfully do so, hereby consents to service of conflicts process, and to be sued, in the State of Laws thereof. (b) In any action between any Illinois and consents to the jurisdiction of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably Illinois and unconditionally consents and submits to the jurisdiction of the United States District Court for the Northern District of Delaware); (b) agrees that it will not attempt Illinois, as well as to deny or defeat the jurisdiction of all courts to which an appeal may be taken from such jurisdiction by motion courts, for the purpose of any suit, action or other request for leave from such court; proceeding arising out of any of its obligations hereunder and (c) agrees that under the Loan Agreement and the other Loan Documents or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it will not bring may have as to venue in any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such actioncourts. Each party hereto further waives any claim agrees that a summons and will not assert that venue should properly lie complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 15 or as otherwise provided under the laws of the State of Illinois. Notwithstanding the foregoing, each party hereto agrees that nothing contained in this Section 17 shall preclude the institution of any such suit, action or other location within proceeding by the selected jurisdiction. (c) Secured Party in any jurisdiction other than the State of Illinois. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY HERETO IRREVOCABLY 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 ACTION ARISING OUT OF OR RELATING TO THIS ITS OBLIGATIONS HEREUNDER AND UNDER THE LOAN AGREEMENT OR AND ANY OF THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES HEREBY AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BY THE LOAN AGREEMENT AND THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14LOAN DOCUMENTS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Limited Guarantee and all actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Limited Guarantee, 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, regardless of the Laws that might otherwise govern under applicable Delaware without regard to principles of conflicts of Laws thereoflaw. Each party hereto agrees that it shall bring any Action between the parties or involving any member of the Company Group or Parent Group arising out of or related to this Limited Guarantee or the transactions contained in or contemplated by this Limited Guarantee exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto or any member of the Company Group or Parent Group and (iv) agrees that service of process upon such party in any such Action shall be effective if notice is given in accordance with Section 7. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT LIMITED GUARANTEE, OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS LIMITED GUARANTEE. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byPURSUANT TO AND IN ACCORDANCE WITH SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, and construed in accordance withTHE PARTIES HERETO AGREE THAT THE LEASE IN ALL RESPECTS SHALL BE GOVERNED BY, the Laws of the State of DelawareAND CONSTRUED IN ACCORDANCE WITH, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofTHE LAWS XX XXX XXXXX XX XXX XXXX, XXXXXX XXXXXX, AS APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK (EXCLUSIVE OF SECTION 7-101 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH IS INAPPLICABLE TO THE LEASE) THE PARTIES AGREE THAT THE LEASE WAS EXECUTED AND DELIVERED IN THE STATE OF NEW YORK. (b) In any action between any Pursuant to and in accordance with Section 5-1402 of the parties arising out of or relating to this Agreement or any of the Contemplated TransactionsNew York General Obligations Law, Lessee and Lessor each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of agree that the United States District Court for the Southern District of Delaware); (b) agrees that it will not attempt New York and any New York court sitting in the County of New York, New York, and all related appellate courts, are to deny have nonexclusive jurisdiction to settle any disputes arising out of or defeat such relating to the Lease and submits itself and its property to the non-exclusive jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal foregoing courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring with respect to such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictiondisputes. (c) Without prejudice to any other mode of service, Lessee: (i) appoints Corporation Service Company (CSC), 1133 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process relating to any proceedings before the New York courts in connection with the Lease and agrees to maintain the process agent in New York notified to Lessor; (ii) agrees that failure by a process agent to notify Lessee of the process shall not invalidate the proceedings concerned; (iii) consents to the service of process relating to any such proceedings by prepaid mailing of a copy of the process to Lessee’s agent at the address identified in paragraph (i) or by prepaid mailing by air mail, certified or registered mail of a copy of the process to Lessee at the address set forth in Section 15.7. (d) Each of Lessor and Lessee: (i) waives to the fullest extent permitted by Law any objection which it may now or hereafter have to the courts referred to in Section 15.8(b) above on grounds of inconvenient forum or otherwise as regards proceedings in connection with the Lease; (ii) waives to the fullest extent permitted by Law 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 the Lease brought in the courts referred to in Section 15.8(b); and (iii) agrees that a final, non-appealable judgement or order of any court referred to in Section 15.8(b) in connection with the Lease is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. (e) Nothing in this Section 15.8 limits the right of either party to bring proceedings against the other in connection with the Lease in any other court of competent jurisdiction or concurrently in more than one jurisdiction. (f) Each of Lessee and Lessor irrevocably and unconditionally: (i) agrees that if the other brings legal proceedings against it or its assets in relation to the Lease no sovereign or other immunity from such legal proceedings (which will be deemed to include suit, court jurisdiction, attachment prior to judgement, attachment in aid of execution of a judgement, other attachment, the obtaining of judgement, execution of a judgement or other enforcement or legal process or remedy) will be claimed by or on behalf of itself or with respect to its assets; and (ii) waives any such right of immunity which it or its assets now has or may in the future acquire and agrees that the foregoing waiver shall have the fullest extent permitted under the Foreign Sovereign immunities Act of 1976 of the United States and is intended to be irrevocable for the purposes of such Act. (g) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF LESSEE AND DIFFICULT ISSUES, AND THEREFORE IT LESSOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE LEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSTHEREBY OR THE LESSOR/LESSEE RELATIONSHIP BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and other common law and statutory claims. EACH PARTY ACKNOWLEDGESEach of Lessor and Lessee represents and warrants that each has reviewed and voluntarily waives its jury trial rights following consultation with its legal counsel. THIS WAIVER IS IRREVOCABLE, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVETHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AGENT RENEWALS, SUPPLEMENTS OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDMODIFICATIONS TO THE LEASE. In the event of litigation, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14this Section may be filed as & written consent to a trial by the court.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byTHE PARTIES HERETO AGREE THAT THE LEASE IN ALL RESPECTS SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the Laws of the State of DelawareTHE LAWS OF THE STATE OF CALIFORNIA, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofUNITED STATES, AS APPLIED TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF CALIFORNIA THE PARTIES AGREE THAT THE LEASE WAS EXECUTED AND DELIVERED IN THE STATE OF CALIFORNIA. (b) In any action between any Each party agrees for the benefit of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of other party that the United States District Court for the Northern District of Delaware); (b) agrees that it will not attempt California and any California state court sitting in the City of San Francisco, California, are to deny have non-exclusive jurisdiction to settle any disputes -44- arising out of or defeat such relating to the Lease and submits itself and its property to the non-exclusive jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal foregoing courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring with respect to such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictiondisputes. (c) Without prejudice to any other mode of service, Lessee: (i) appoints Corporation Service Company, d/b/a CSC-Lawyers Incorporating Service, 2730 Gateway Oaks Drive, Suite 100, Sacramento, CA 00000, Xxxxx: (000) 000-0000 xx (000) 000-0000, Xxx: (006) 563-2100, xx xxx xxxnt fxx xxxxxxx xx process xxxxxxxx xx xny proceedings before the California courts in connection with the Lease and agrees to maintain the process agent in California notified to Lessor; (ii) agrees that failure by a process agent to notify Lessee of the process shall not invalidate the proceedings concerned; (iii) consents to the service of process relating to any such proceedings by prepaid mailing of a copy of the process to Lessee's agent at the address identified in paragraph (i) or by prepaid, certified or registered mail of a copy of the process to Lessee set forth in Section 15.7. (d) Without prejudice to any mode of service, Lessor: (i) appoints C.T. Corporation System, 1350 Treat Boulevard, Suite 100, Walnut Creek, CA 90000, xx xxx xxxxx xxx xxxxxxx xx xxxxxxx xxxxxxxx xx xny proceedings before the California or federal courts in connection with the Leases and agrees to maintain the process agent in California notified to Lessor; (ii) agrees that failure by a process agent to notify Lessor of the process shall not invalidate the proceedings concerned; and (iii) consents to the service of process relating to any such proceedings by prepaid mailing of a copy of the process to Lessor's agent at the address identified in paragraph (i) or by prepaid, certified or registered mail, of a copy of the process to Lessor at the address set forth in Section 15.7. (e) Each of Lessor and Lessee: (i) waives to the fullest extent permitted by Law any objection which it may now or hereafter have to the courts referred to in Section 15.8(b) above on grounds of inconvenient forum or otherwise as regards proceedings in connection with the Lease; (ii) waives to the fullest extent permitted by Law 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 the Lease brought in the courts referred to in Section 15.8(b); and -45- (iii) agrees that a judgement or order of any court referred to in Section 15.8(b) in connection with the Lease is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. (f) Nothing in this Section 15.8 limits the right of either party to bring proceedings against the other in connection with the Lease in any other court of competent jurisdiction or concurrently in more than one jurisdiction. (g) Each of Lessee and Lessor irrevocably and unconditionally: (i) agrees that if the other brings legal proceedings against it or its assets in relation to the Lease no sovereign or other immunity from such legal proceedings (which will be deemed to include suit, court jurisdiction, attachment prior to judgement, attachment in aid of execution of a judgement, other attachment, the obtaining of judgement, execution of a judgement or other enforcement or legal process or remedy) will be claimed by or on behalf of itself or with respect to its assets; and (ii) waives any such right of immunity which it or its assets now has or may in the future acquire and agrees that the foregoing waiver shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and is intended to be irrevocable for the purposes of such Act. (h) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF LESSEE AND DIFFICULT ISSUES, AND THEREFORE IT LESSOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE LEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSTHEREBY OR THE LESSOR/LESSEE RELATIONSHIP BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and other common law and statutory claims. EACH PARTY ACKNOWLEDGESEach of Lessor and Lessee represents and warrants that each has reviewed and voluntarily waives its jury trial rights following consultation with its legal counsel. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AGREES THIS WAIVER IS IRREVOCABLE, AND CERTIFIES THAT: (i) NO REPRESENTATIVETHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AGENT RENEWALS, SUPPLEMENTS OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDMODIFICATIONS TO THE LEASE. In the event of litigation, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14this Section may be filed as a written consent to a trial by the court.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION). (b) In any action between any Each of the parties arising hereto unconditionally and irrevocably (i) consents and submits to the exclusive jurisdiction of the Delaware Court of Chancery or, in the event that such court does not have jurisdiction over the dispute, to the federal district court of the District or Delaware or to the courts of the State of Delaware (the “Delaware Courts”) in connection with any dispute that arises out of or relating relates to this Agreement or any of the Contemplated Transactionsagreements or transactions contemplated by this Agreement, each of the parties: (aii) hereby irrevocably and unconditionally consents waives any and submits to the exclusive jurisdiction all jurisdictional, venue and venue of the Court of Chancery of the State of Delaware (unless the federal courts forum non conveniens objections or defenses that such party may have exclusive jurisdiction over the matter, in which case each of the parties irrevocably any such action and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such courtDelaware Court; and (ciii) agrees that it will not bring any such action arising out of or relating to this Agreement or any other agreement or the transactions contemplated hereby or thereby in any court other than the Court Delaware and (iv) consents to service of Chancery of process in the State of Delaware (unless manner provided for notices in Section 7.5. Notwithstanding the federal courts have exclusive jurisdiction over the matterprevious sentence, in which case each of the parties agrees that it will not bring a party may commence any such action in any a court other than the United States District Court Delaware Courts solely for the District purpose of Delaware). Service enforcing an order or judgment issued by one of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictioncourts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OF THE PARTIES TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT UNDER THIS AGREEMENT. THE PARTIES HERETO AGREE THAT ANY OR ALL OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY COURT ACTION OR RELATING TO PROCEEDING WHATSOEVER BETWEEN THEM THAT IS PERMITTED UNDER THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, SHALL INSTEAD BE TRIED IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14A DELAWARE COURT BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofWITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE. (b) In Each party agrees that any action dispute or disagreement between or among any of the parties arising out as to the interpretation of any provision of, or relating to the performance of obligations under, this Agreement or any of shall be commenced and prosecuted in its entirety solely in the Contemplated Transactions, each of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx located in the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of any reviewing appellate court thereof. If the United States District Court for located in the District state of Delaware); (b) agrees , or any reviewing appellate court thereof, finds that it will does not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterdispute or disagreement, in which case each of then and only then can the parties proceed in state court and the parties hereby agree that any such dispute will only be brought in a state court in the state of Delaware. EACH PARTY CONSENTS TO PERSONAL AND SUBJECT MATTER JURISDICTION AND VENUE IN SUCH DELAWARE FEDERAL OR STATE COURTS (AS THE CASE MAY BE) AND WAIVES AND RELINQUISHES ALL RIGHT TO ATTACK THE SUITABILITY OR CONVENIENCE OF SUCH VENUE OR FORUM BY REASON OF THEIR PRESENT OR FUTURE DOMICILES, OR FOR ANY OTHER REASON. THE PARTIES ACKNOWLEDGE THAT ALL DIRECTIONS ISSUED BY THE FORUM COURT, INCLUDING ALL INJUNCTIONS AND OTHER DECREES, WILL BE BINDING AND ENFORCEABLE IN ALL JURISDICTIONS AND COUNTRIES. 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. EACH PARTY IRREVOCABLY DESIGNATES C.T. CORPORATION AS ITS AGENT AND ATTORNEY-IN-FACT FOR THE ACCEPTANCE OF SERVICE OF PROCESS AND MAKING AN APPEARANCE ON ITS BEHALF IN ANY SUCH CLAIM OR PROCEEDING AND FOR THE TAKING OF ALL SUCH ACTS AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO CONFER JURISDICTION OVER IT BEFORE THE CHANCERY COURT OF THE STATE OF DELAWARE OR THE UNITED STATES FEDERAL DISTRICT COURT FOR THE STATE OF DELAWARE AND EACH PARTY HERETO STIPULATES THAT SUCH CONSENT AND APPOINTMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Without limiting the foregoing, each party agrees that it will not bring service of process on such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth party as provided in Section 5.7 9.11 shall be deemed effective service of process for any on such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionparty. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; ENFORCE THE FOREGOING WAIVERS, (ii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; THESE WAIVERS, (iii) IT EACH PARTY MAKES SUCH WAIVER THESE WAIVERS VOLUNTARILY; , AND (iv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.149.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws The laws of the State of DelawareDelaware shall govern (a) all proceedings, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) In any action between questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice of law or conflict of law rules or provisions (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 TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties to this Agreement submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the proceeding shall be heard and determined in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than courts. Nothing in this Section 7.06, however, shall affect the Court right of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action any party to this Agreement to serve legal process in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice manner permitted by law or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such actionat equity. Each party hereto further waives to this Agreement agrees that a final judgment in any claim proceeding so brought shall be conclusive and will not assert that venue should properly lie may be enforced by suit on the judgment or in any other location within the selected jurisdictionmanner provided by law or at equity. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byby and construed, including as to validity, interpretation and construed effect, in accordance with, with the Laws of the State Province of DelawareBritish Columbia and the federal laws of Canada applicable therein, regardless of without regard to the Laws that might otherwise govern under applicable principles of conflicts of Laws law principles thereof. (b) In With respect to any action between any of the parties matter arising out of under or relating in relation to this Agreement (including any suit, action or any of the Contemplated Transactionsproceeding) (each, a “Proceeding”), each of the parties: Party irrevocably (ai) irrevocably agrees and unconditionally consents and submits to be subject to the exclusive jurisdiction of the courts of the Province of British Columbia and (ii) waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that such Proceeding has been brought in an inconvenient forum and further waives the Court of Chancery of the State of Delaware (unless the federal courts right to object, with respect to such Proceeding, that such court does not have exclusive any jurisdiction over the matter, such Party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in which case each of the parties irrevocably Xxxxxxx Xxxxxxxx for any purpose except as provided above and unconditionally consents and submits shall not be deemed to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring confer rights on any such action in any court Person other than the Court respective Parties to this Agreement. Each of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties Sellers and Purchasers irrevocably agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service service of any process, summons, notice or document by registered mail to any partysuch Party’s address and in the manner set forth in Section 5.7 above shall be effective service of process for any such action. Each party hereto further waives , suit or proceeding in British Columbia with respect to any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmatters for which it has submitted to jurisdiction pursuant to this Section 10.8(b). (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY OF PURCHASERS AND SELLERS HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS AGREEMENT OR DISPUTES RELATING HERETO. EACH PARTY ACKNOWLEDGES, AGREES OF PURCHASERS AND SELLERS (I) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410.8. (d) The Parties agree that the prevailing party or parties, as the case may be, in any suit, action or proceeding relating to this Agreement shall be entitled to reimbursement of all costs of litigation, including reasonable attorneys’ fees, from the non-prevailing party. For purposes of this Section 10.8(d), each of the “prevailing party” and the “non-prevailing party” in any suit, action or proceeding shall be the party designated as such by the court or other appropriate official presiding over such suit, action or proceeding, such determination to be made as a part of the judgment rendered thereby. Absent such determination, each party shall bear its own expenses in any such suit, action or proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement letter and all actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this letter, 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, regardless of the Laws that might otherwise govern under applicable Maryland without regard to principles of conflicts of Laws thereof. (b) In law. Each party hereto agrees that it shall bring any action between any of the parties Action arising out of or relating related to this Agreement letter or any of the Contemplated Transactions, each of transactions contained in or contemplated by this letter exclusively in the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Circuit Court of Chancery of Baltimore City, Maryland and/or the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States U.S. District Court for the District of DelawareMaryland (the “Chosen Courts”); , and with respect to any such Action (bi) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) agrees that it will not attempt to deny or defeat service of process upon such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring party in any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 Action shall be effective service of process for any such action. Each party hereto further waives any claim if notice is given in accordance with Section 8, and will not assert (v) that venue should properly lie is filed in any other location within a Maryland state court, agrees to jointly request an assignment to the selected jurisdictionMaryland Business and Technology Case Management Program. (cb) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OUT OF OR RELATING TO THIS AGREEMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES 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 ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT LETTER, OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS LETTER. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.149(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the schedules hereto, and all claims and disputes arising hereunder or in connection herewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless including its statutes of limitation, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of Laws thereofDelaware. (b) In any action between any The Parties hereby agree and consent to, and shall cause their respective Affiliates to, be subject to the exclusive jurisdiction of the parties Supreme Court of the State of Delaware, County of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in New Castle, Delaware, and the Parties hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of the Parties hereto (on behalf of itself and its Affiliates) (1) waives the defense of inconvenient forum, (2) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: transactions contemplated hereby other than in any such court and (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b3) agrees that it will not attempt to deny or defeat a final judgment in any such jurisdiction by motion suit, action or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 proceeding shall be effective service of process for any such action. Each party hereto further waives any claim conclusive and will not assert that venue should properly lie may be enforced in other jurisdictions by suit or judgment or in any other location within the selected jurisdictionmanner provided by Law. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED (ON BEHALF OF ITSELF AND DIFFICULT ISSUES, AND THEREFORE IT ITS AFFILIATES) HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES, AGREES AND (I) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY SUCH ACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGES THAT IT HAS AND EACH OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.1411.04(c). (d) Each Party agrees it will not bring any Action, against Buyer’s debt financing sources in any way relating to this Agreement, the Debt Financing or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of Delaware, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York sitting in New York County (and appellate courts thereof), and makes the agreements, waivers and consents set forth in Section 11.04(b) mutatis mutandis but with respect to the courts specified in this Section 11.04(d).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any Action or other Legal Proceeding arising out of or relating to 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, regardless of the Laws that might otherwise govern under applicable choice of laws principles of conflicts the State of Laws thereof. (b) Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between any of the parties Parties arising out of or relating to this Agreement or Agreement, any of the Contemplated TransactionsTransactions 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 partiesParties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts such court shall not have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of DelawareDelaware or other Delaware state court); (bii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (ciii) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts such court shall not have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of DelawareDelaware or other Delaware state court). Service of any process, summons, notice or document to any partyParty’s address and in the manner set forth in Section 5.7 9.6 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (cb) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE HAVE, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER BODY OF LAW, TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14Section 9.4.

Governing Law; Jurisdiction; Waiver of Jury Trial. Without limiting a party’s right to appeal any order of the Bankruptcy Court, (a) This the Bankruptcy Court will retain exclusive jurisdiction to enforce the terms of this Agreement shall and to decide any claims or disputes which may arise or result from, or be governed byconnected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. (b) In any action between any of and all proceedings related to the foregoing will be filed and maintained only in the Bankruptcy Court, and the parties arising out of or relating hereby consent to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits submit to the exclusive jurisdiction and venue of the Bankruptcy Court and will receive notices at such locations as indicated in Article VII hereof; provided, however, that following entry of Chancery a final decree pursuant to Section 350 of the Bankruptcy Code, if the Bankruptcy Court is unwilling to hear such proceedings, the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts residing in New Castle County in the State of Delaware (unless and the federal appellate courts having jurisdiction with respect to appeals from such courts, for the resolution of any such claim or dispute and each party hereby waives any objection that it may now or hereafter have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction venue of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any such court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees or that it will not bring such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or any court other than the United States District Court jurisdiction that could apply by virtue of their present or future domiciles or for the District of Delaware)any other reason. Service of any process, summons, notice or document The parties consent to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie by mail in accordance with Article VII or any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT manner permitted by law. THE PARTIES HEREBY IRREVOCABLY WAIVES ANY WAIVE ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE ACTIONS OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT CHC OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY PAC OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, THEIR RESPECTIVE REPRESENTATIVES IN THE EVENT OF LITIGATION, SEEK TO PREVENT NEGOTIATION OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14PERFORMANCE HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws law thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware and any state appellate court therefrom or, if (unless but only if) such court lacks subject matter jurisdiction, the federal courts have exclusive jurisdiction over United States District Court sitting in New Castle County in the matterState of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) 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 which case each accordance with Section 7.1. Each of the parties irrevocably and unconditionally consents (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 submits determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of the United States District Court for the District venue of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any court other than the Court Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of Chancery an inconvenient forum to the maintenance of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and proceeding in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionDelaware Courts. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OF PARTY IN THE CONTEMPLATED TRANSACTIONSNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND CERTIFIES THAT: (iB) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, ACKNOWLEDGES THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 5.147.5(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Support Agreement shall be governed by, and construed and enforced in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) . In any action between any of the parties arising out of or relating to this Support Agreement or any of the Contemplated Transactionstransactions contemplated by this Support Agreement, each of the partiesparty: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties party irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it such party will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it such party will not bring any such action in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties party agrees that it such party will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any either party’s address and in the manner set forth in Section 5.7 8.3 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (cb) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUPPORT AGREEMENT OR THE PROXY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPORT AGREEMENT OR ANY OF THE ACTIONS CONTEMPLATED TRANSACTIONSBY THIS SUPPORT AGREEMENT OR RELATING TO THE PROXY. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; . EACH PARTY FURTHER ACKNOWLEDGES, AGREES AND CERTFIES THAT: (iii) IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iiiii) IT SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY; AND (iviii) IT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUPPORT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.8.12(b)

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless Delaware without reference to the conflicts of law principles thereof to the extent such principles would require or permit the application of laws of another jurisdiction. The parties hereto irrevocably submit to the exclusive jurisdiction of the Laws that might otherwise govern under applicable principles Delaware Court of conflicts Chancery (or, if the Delaware Court of Laws thereof. (bChancery shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware) In in any action between any of the parties arising out of or relating to this Agreement Agreement, and hereby irrevocably agree that all claims in respect of such action may and shall be heard and determined in such state or federal court. The parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and any rights they may have to transfer or change venue of such action or proceeding. The parties hereto further agree, to the fullest extent permitted by law, that judgment against any of the Contemplated Transactions, each of the parties: (a) irrevocably them in any action or proceeding contemplated above shall be conclusive and unconditionally consents and submits to the exclusive may be enforced in any other jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of within or outside the United States District Court for of America by suit on the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware)judgment. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY. (A) EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: (i) ACKNOWLEDGES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiB) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiC) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivD) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.146.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE EXCLUSIVELY INTERPRETED, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. (b) In any action between any of the The parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) hereby irrevocably and unconditionally consents and submits exclusively submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delawarepurpose set forth in Section 10.7(b); (b) agrees . Notwithstanding the foregoing, if there is a determination that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware does not have subject matter jurisdiction over any dispute arising under or relating to this Agreement, the parties agree that: (unless 1) such dispute will be adjudicated only by, and will be subject to the exclusive jurisdiction and venue of, the Superior Court of Delaware of and for the County of New Castle; (2) if the Superior Court of Delaware does not have subject matter jurisdiction over such dispute, then such dispute will be adjudicated only by, and will be subject to the exclusive jurisdiction and venue of, the Complex Commercial Litigation Division of the Superior Court of the State of Delaware of and for the County of Newcastle; and (3) if the Complex Commercial Litigation Division of the Superior Court of the State of Delaware does not have subject matter jurisdiction over such dispute, then such dispute will be adjudicated only by, and will be subject to the exclusive jurisdiction and venue of, the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of applicable to Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF DOCUMENT ANCILLARY THERETO OR THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THE TRANSACTION DOCUMENTS OR ANY DOCUMENT ANCILLARY THERETO. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (i1) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF ENFORCE THE FOREGOING WAIVER, (2) EACH SUCH WAIVER; (ii) IT PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (3) EACH SUCH WAIVER; (iii) IT PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (iv4) IT EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Support Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) . In any action between any of the parties arising out of or relating to this Support Agreement or any of the Contemplated Transactionstransactions contemplated by this Support Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 8.3 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (cb) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY STOCKHOLDER IRREVOCABLY WAIVES ANY THE RIGHT IT MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF CONNECTION WITH ANY ACTION ARISING OUT OF OR LEGAL PROCEEDING RELATING TO THIS SUPPORT AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT PROXY OR ATTORNEY THE ENFORCEMENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY PROVISION OF THIS SUPPORT AGREEMENT OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14PROXY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, transactions contemplated hereby each of the parties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (ciii) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 17 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF EITHER OF SUCH WAIVERWAIVERS; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERWAIVERS; (iii) IT MAKES SUCH WAIVER WAIVERS VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1417(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under any applicable principles of conflicts of Laws thereoflaws of the State of Delaware. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (a) irrevocably and unconditionally consents and submits to submit itself to the exclusive personal jurisdiction and venue of the Court of Chancery of any Delaware state court or any Federal court located in the State of Delaware (unless in the federal courts have exclusive jurisdiction over the matterevent any dispute arises out of this Agreement, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court in any such dispute and (c) agrees that it will not bring any such action relating to this Agreement in any court other than the Court of Chancery of any Delaware state court or any Federal court sitting in the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONSAGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND HERETO (A) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 5.146.1.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws of the State of DelawareNew York, regardless without regard to the conflicts of law principles of such state to the extent that the application of the Laws that might otherwise govern under applicable principles of conflicts another jurisdiction would be required thereby other than §5-1401 of Laws thereofthe New York General Obligations Law, which by its terms applies to this Agreement. (b) In With respect to any action between any of the parties arising out of or Action relating to this Agreement or any of the Contemplated Transactions(each, a “Proceeding”), each of the parties: Party irrevocably (ai) irrevocably agrees and unconditionally consents and submits to be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District of Delaware); New York or any New York State court sitting in New York City and (bii) agrees that waives any objection which it will not attempt may have at any time to deny or defeat such jurisdiction by motion or other request for leave from the laying of venue of any Proceeding brought in any such court; , waives any claim that such Proceeding has been brought in an inconvenient forum and (c) agrees further waives the right to object, with respect to such Proceeding, that it will such court does not bring have any jurisdiction over such action Party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the State of New York for any court purpose except as provided above and shall not be deemed to confer rights on any Person other than the Court respective Parties to this Agreement. Each of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties Sellers and Purchaser irrevocably agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service service of any process, summons, notice or document by United States registered mail to any partysuch Party’s address and in the manner set forth in Section 5.7 above shall be effective service of process for any such action. Each party hereto further waives Action in New York with respect to any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmatters for which it has submitted to jurisdiction pursuant to this Section. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY OF PURCHASER AND SELLERS HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR DISPUTES RELATING HERETO. EACH PARTY ACKNOWLEDGES, AGREES OF PURCHASER AND SELLERS (I) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.1410.10(c). (d) The Parties agree that the prevailing party or parties, as the case may be, in any Action relating to this Agreement shall be entitled to reimbursement of all costs of litigation, including reasonable attorneys’ fees, from the non-prevailing party. For purposes of this Section 10.10(d), each of the “prevailing party” and the “non-prevailing party” in any Action shall be the party designated as such by the court or other appropriate official presiding over such Action, such determination to be made as a part of the judgment rendered thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws law thereof. (b) In any action between any Each of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: hereto (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware and any state appellate court therefrom or, if (unless but only if) such court lacks subject matter jurisdiction, the federal courts have exclusive jurisdiction over United States District Court sitting in New Castle County in the matterState of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) 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 which case each accordance with Section 6.1. Each of the parties irrevocably and unconditionally consents (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 submits determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of the United States District Court for the District venue of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding in any court other than the Court Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of Chancery an inconvenient forum to the maintenance of such action or proceeding in the State of Delaware (unless the federal courts have exclusive jurisdiction over the matterCourts; provided, in which case that each of the parties agrees that it will not has the right to bring any action or proceeding for enforcement of a judgement entered by such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected court or jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OF PARTY IN THE CONTEMPLATED TRANSACTIONSNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: HERETO (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14.VOLUNTARILY AND

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and, unless explicitly provided otherwise therein, each of the other Operative Documents, including the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, and all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be governed by, and construed in accordance with, with and governed by the Laws domestic substantive laws of the State of Delaware, regardless Illinois without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the Laws domestic substantive laws of any other jurisdiction. The Company, to the extent that might otherwise govern under applicable principles it may lawfully do so, hereby consents to service of conflicts process, and to be sued, in the State of Laws thereof. (b) In any action between any Illinois and consents to the jurisdiction of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery courts of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably Illinois and unconditionally consents and submits to the jurisdiction of the United States District Court for the Northern District of Delaware); (b) Illinois, 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 thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. The Company further agrees that it will not attempt to deny a summons and complaint commencing an action or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action proceeding in any court other than of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address set forth in section 19 or as otherwise provided under the Court of Chancery laws of the State of Delaware (unless Illinois. Notwithstanding the federal courts have exclusive jurisdiction over the matterforegoing, in which case each of the parties Company agrees that it will not bring nothing contained in this section 24 shall preclude the institution of any such suit, action or other proceeding in any court jurisdiction other than the United States District Court for the District State of Delaware)Illinois. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY THE COMPANY IRREVOCABLY 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 ACTION ARISING OUT OF ITS OBLIGATIONS HEREUNDER OR RELATING TO THIS AGREEMENT THEREUNDER OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, regardless without regard to the conflicts of the Laws that might otherwise govern under applicable law principles of conflicts of Laws thereofsuch state. (b) In With respect to any suit, action between any of the parties arising out of or proceeding relating to this Agreement or any of the Contemplated Transactions(each, a “Proceeding”), each of the parties: Party irrevocably (ai) irrevocably agrees and unconditionally consents and submits to be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); Delaware or any Delaware State court sitting in Wilmington, Delaware and (bii) agrees that waives any objection which it will not attempt may have at any time to deny or defeat such jurisdiction by motion or other request for leave from the laying of venue of any Proceeding brought in any such court; , waives any claim that such Proceeding has been brought in an inconvenient forum and (c) agrees further waives the right to object, with respect to such Proceeding, that it will such court does not bring have any jurisdiction over such action Party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will for any purpose except as provided above and shall not bring such action in be deemed to confer rights on any court Person other than the United States District Court for the District respective Parties to this Agreement. Each of Delaware). Service Seller and Purchaser irrevocably agrees that service of any process, summons, notice or document by United States registered mail to any partysuch Party’s address and in the manner set forth in Section 5.7 above shall be effective service of process for any such action. Each party hereto further waives , suit or proceeding in Delaware with respect to any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionmatters for which it has submitted to jurisdiction pursuant to this Section 7.8(b). (c) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSHEREBY OR DISPUTES RELATING HERETO. EACH PARTY ACKNOWLEDGES, AGREES AND (I) CERTIFIES THAT: (i) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED ENFORCE THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH FOREGOING WAIVER VOLUNTARILY; AND (ivII) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.147.8(c). (d) The Parties agree that the prevailing party or parties, as the case may be, in any suit, action or proceeding relating to this Agreement shall be entitled to reimbursement of all costs of litigation, including reasonable attorneys’ fees, from the non-prevailing party. For purposes of this Section 7.8(d), each of the “prevailing party” and the “non-prevailing party” in any suit, action or proceeding shall be the party designated as such by the court or other appropriate official presiding over such suit, action or proceeding, such determination to be made as a part of the judgment rendered thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of Laws thereof. (b) In any action between any of the Delaware. The parties arising out of or relating hereto hereby agree and consent to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits be subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless or, to the extent such court declines jurisdiction, first to any federal courts have exclusive court, or second, to any state court, each located in Wilmington, Delaware, to the exclusion of other courts, and hereby waive the right to assert the lack of personal or subject matter jurisdiction over or improper venue in connection with any such suit, action or other proceeding. In furtherance of the matterforegoing, in which case each of the parties irrevocably and unconditionally consents and submits to hereto (a) waives the jurisdiction defense of the United States District Court for the District of Delaware); inconvenient forum, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion commence any suit, action or other request for leave from proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court; , and (c) agrees that it will not bring a final judgment in any such suit, action in any court or other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 proceeding shall be effective service of process for any such action. Each party hereto further waives any claim conclusive and will not assert that venue should properly lie may be enforced in other jurisdictions by suit or judgment or in any other location within the selected jurisdiction. (c) manner provided by Law. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HERETO HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION, ACTION, PROCEEDING, CROSS‑CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGESVALIDITY, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVEPERFORMANCE, AGENT INTERPRETATION, COLLECTION OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY ENFORCEMENT HEREOF OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS ACTIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYPARTY IN THE NEGOTIATION, AMONG OTHER THINGSAUTHORIZATION, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. .

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement letter and all actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this letter, 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, regardless of the Laws that might otherwise govern under applicable Delaware without regard to principles of conflicts of Laws thereoflaw. Each party hereto agrees that it shall bring any Action between the parties or involving any member of the Company Group or Parent Group arising out of or related to this letter or the transactions contained in or contemplated by this letter exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto or any member of the Company Group or Parent Group and (iv) agrees that service of process upon such party in any Action shall be effective if notice is given in accordance with Section 7 of the Limited Guarantee. (b) In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action in any court other than the Court of Chancery of the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT LETTER, OR ANY OF THE TRANSACTIONS CONTEMPLATED TRANSACTIONSBY THIS LETTER. EACH PARTY ACKNOWLEDGES, AGREES CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONACTION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (iiII) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (iiiIII) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (ivIV) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.149(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byTHIS AGREEMENT, and construed in accordance withINCLUDING THE TRANSACTIONS CONTEMPLATED HEREBY, the Laws of the State of DelawareTHE COMMITMENT LETTERS AND THE PERFORMANCE HEREUNDER AND THEREUNDER (THE “TRANSACTION MATTERS”), regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereofSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. (b) In any action between any Each of the parties arising hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in the Borough of Manhattan in the State of New York, in the event any dispute arises out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: Transaction Matters (a) irrevocably and unconditionally consents and submits agrees not to commence or support any litigation relating to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware Transaction Matters except in such courts), (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the District of Delaware); (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , and (ciii) agrees that it will not bring any such action relating to this Agreement or the Transaction Matters in any court other than the Court of Chancery of a state or federal court located in the State of Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such action in any court other than the United States District Court for the District of Delaware). Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.7 shall be effective service of process for any such action. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdictionNew York. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR CLAIM WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE TRANSACTION MATTERS. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.5(c) AND EXECUTED BY EACH OF THE CONTEMPLATED TRANSACTIONSPARTIES HERETO AND THE DEBT FINANCING SOURCES). EACH PARTY ACKNOWLEDGESTHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVERENEWALS, AGENT SUPPLEMENTS OR ATTORNEY OF MODIFICATIONS TO THIS AGREEMENT OR ANY OTHER PARTY HAS REPRESENTEDAGREEMENTS OR DOCUMENTS RELATING TO THE TRANSACTION MATTERS. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of the transactions contemplated by this Agreement or the Transaction Matters, EXPRESSLY OR OTHERWISEincluding contract claims, THAT SUCH OTHER PARTY WOULDtort claims, IN THE EVENT OF LITIGATIONbreach of duty claims and all other common law and statutory claims. In the event of litigation, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.14this Agreement may be filed as a written consent to a trial by the court.