Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement is governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts . Each of the United States located parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with SECTION 11(a) or in such other manner as may be permitted by applicable law, and nothing in this SECTION 11(e) will affect the State right of Delawareany party to serve legal process in any other manner permitted by applicable law; provided, further, that if (ii) irrevocably and only after) both unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and the federal courts of the United States located in any state appellate court therefrom within the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(or, such Action shall be brought in any state court in if the Court of Chancery of the State of Delaware having subject matter jurisdictiondeclines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced interpreted in accordance with the Laws laws of the State of Delaware without giving effect regard to the principles of conflicts of law. Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any federal court within the State of Delaware), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its principles property, generally and unconditionally, with regard to any such action or rules proceeding arising out of conflict of laws or relating to the extent such principles or rules would require or permit the application this Agreement. Each of the Laws Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of another jurisdictioncompetent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Any Action againstEach of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in (a) any claim that it is not personally subject to the Court of Chancery jurisdiction of the State of Delaware; provided that if courts in Delaware as described herein for any reason, (and only afterb) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive its property is exempt or immune from jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court or from any legal process commenced in accordance with such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the parties hereby irrevocably and unconditionally consents to service of process subject matter hereof, may not be enforced in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted or by applicable Lawsuch courts.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof Limited Guaranty shall be construedinterpreted, performed construed and enforced governed by and in accordance with the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict of laws regard to the extent such conflicts of law principles or rules would require or permit the application of the Laws of another jurisdictionthereof. Any Action against, All Actions arising out of or relating to this Agreement or the transactions contemplated hereby, Limited Guaranty shall be brought solely heard and determined exclusively in any New York federal court sitting in the Court Borough of Chancery Manhattan of the State The City of Delaware; provided New York, provided, however, that if (and only after) such federal court determines that it lacks subject matter does not have jurisdiction over any such Action, such Action shall be brought solely heard and determined exclusively in the federal courts of the United States located New York State Supreme Court Commercial Division in the State of Delaware; providedand for New York County, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionNew York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) mailing of process or other papers in connection with any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment manner set forth in Section 8 or in any other manner provided as may be permitted by applicable LawLaws, will be valid and sufficient service thereof. Each party of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of such courts, in accordance with any of the foregoing order of priority, in respect above-named courts for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement or the transactions contemplated herebyLimited Guaranty brought by any party hereto and (b) irrevocably waives, and hereby irrevocably agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Limited Guaranty and unconditionally waivesthe rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guaranty and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the fullest extent jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 11, (ii) any claim that it may legally and effectively do so, any objection which it may now or hereafter have to its property is exempt or immune from the laying jurisdiction of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court or from any legal process commenced in accordance with the provisions such courts (whether through service of this Section 12(e). Each notice, attachment prior to judgment, attachment in aid of the parties hereby irrevocably waivesexecution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the defense of Action in such court is brought in an inconvenient forum to forum, (B) the maintenance venue of such action Action is improper or proceeding (C) this Limited Guaranty, or the subject matter hereof, may not be enforced in any or by such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawcourts.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws internal laws of the State of Delaware applicable to contracts made and wholly-performed within such state, without giving effect regard to any applicable conflicts of law principles. Each of the parties hereby irrevocably and unconditionally submits, for itself and its principles or rules of conflict of laws property, to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws Delaware Court of another Chancery, or, if (and only if) such court lacks subject matter jurisdiction. Any Action against, any Federal court of the United States of America sitting in the State of Delaware, and the respective appellate courts from the foregoing (all of the foregoing, collectively, the “Delaware Courts”), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court applicable Delaware Court, (ii) agrees that any claim in respect of Chancery of any such action or proceeding may be heard and determined in the State of Delaware; provided that if applicable Delaware Court, (iii) waives, to the fullest extent it may legally and only after) such court determines effectively do so, any objection that it lacks subject matter jurisdiction over may now or hereafter have to the laying of venue of any such Action, such Action shall be brought solely and exclusively action or proceeding in the federal courts applicable Delaware Court, and (iv) waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the United States located maintenance of such action or proceeding in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of applicable Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionCourt. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)by Applicable Law. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned by, performed construed and enforced in accordance with the Laws of the State of Delaware Florida without giving effect regard to its principles or rules of the conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionthereof. Any Action against, All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the State of Florida (the “Specified Courts”). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated herebyhereby may not be enforced in or by any Specified Court and (c) waives any bond, shall surety or other security that might be brought solely and exclusively in the Court required of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionother party with respect thereto. Each of the parties party agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLaw or in equity. Each party hereby irrevocably submits consents to the exclusive jurisdiction service of such courts, the summons and complaint and any other process in accordance with the foregoing order of priority, in respect of any Action arising out of other action or proceeding relating to this Agreement or the transactions contemplated herebyby this Agreement, and hereby irrevocably and unconditionally waiveson behalf of itself, to the fullest extent it may legally and effectively do soor its property, any objection which it may now or hereafter have to the laying by personal delivery of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance copies of such action or proceeding in any process to such court. Each of party at the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices applicable address set forth in Section 12(a6(a). Nothing in this Agreement will Section 6(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law. The Executive is entering into this Agreement with the understanding that he and the party hereto will have relocated to the State of Florida in connection with and shortly after the Closing and is therefore waiving any rights to have the Agreement considered under California law, as the Company and the Executive will no longer have a nexus to California shortly after the obligations under this Agreement take effect.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and all claims or causes of action (whether at Laweffect, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or by the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws laws of the State of Delaware Nevada applicable to contracts made and performed wholly therein, without giving effect to its principles any choice or rules of conflict of laws to the extent such principles provisions or rules that would require or permit cause the application of the Laws laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter other jurisdiction. Each of the parties hereto irrevocably agrees that any legal Action or proceeding with respect to this Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada and any state appellate court therefrom within the State of Nevada (or, if the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada declines to accept jurisdiction over a final judgment (subject particular matter, any state or federal court within the State of Nevada). Each of the parties hereto hereby irrevocably submits with regard to any appeals therefrom) in any such Action shall be conclusive or proceeding for itself and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyits property, generally and hereby irrevocably and unconditionally waivesunconditionally, to the fullest extent personal jurisdiction of the aforesaid courts and agrees that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with other than the provisions of this Section 12(e)aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 7.3 and this Section 7.6, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Lawlaw, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof may not be enforced in or by such courts. 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 of Without limiting the parties hereby irrevocably and unconditionally consents to foregoing, each party agrees that service of process in the manner on such party as provided for notices in Section 12(a). Nothing in this Agreement will affect the right 7.3 shall be deemed effective service of any party to serve process in any other manner permitted by applicable Lawon such party.

Governing Law; Jurisdiction. This Agreement, the rights and all obligations of the parties hereto, and any claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect regard to its principles or rules choice of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw provisions. Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive proceeding relating to this Agreement or Executive’s employment by the Company or any Affiliate, or for the recognition and may be enforced enforcement of any judgment in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits respect thereof (a “Proceeding”), to the exclusive jurisdiction of such courtsthe courts of the State of Delaware, in accordance with the foregoing order court of prioritythe United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, such Proceeding shall be heard and hereby irrevocably and unconditionally waivesdetermined in such Delaware State court or, to the fullest extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that Executive or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the manner Company’s address as provided for notices in Section 12(a). Nothing 13 hereof, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Delaware.

Governing Law; Jurisdiction. This AgreementTHIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and all claims agrees, to the extent permitted by applicable law, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or causes of action (whether at Lawproceeding against it with respect to obligations, in contract liabilities or in tort) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture or the negotiation, execution or performance hereof shall Notes may be construed, performed and enforced brought in accordance with the Laws courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement New York or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State Borough of Delaware; providedManhattan, furtherNew York City, that if (New York and, until amounts due and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, become due in respect of the Notes have been paid, hereby irrevocably consents and submits, to the extent permitted by applicable law, to the jurisdiction of each such court in personam, generally and unconditionally, to the extent permitted by applicable law, with respect to any Action arising out action, suit or proceeding for itself in respect of or relating to this Agreement or the transactions contemplated herebyits properties, assets and hereby revenues. The Company irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any Action of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesthat any such action, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action suit or proceeding brought in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process court has been brought in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawan inconvenient forum.

Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and all claims or causes disputes relating thereto, shall be governed by and construed in accordance with the laws of action the State of Texas, without regard to the choice of law provisions thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Texas or the United States District Court for the Northern District of Texas and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (whether at Law, a) submits in contract or in tort) that may be based upon, arise out of or relate any proceeding relating to this Agreement or the negotiationEmployee’s employment by the Company or any affiliate, execution or performance hereof shall be construedfor the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), performed and enforced in accordance with to the Laws exclusive jurisdiction of the courts of the State of Delaware without giving effect to its principles or rules Texas, the court of conflict the United States of laws America for the Northern District of Texas, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Texas State court or, to the extent permitted by law, in such principles federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or rules would require the Company may now or permit thereafter have to the application venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the Laws of another jurisdiction. Any Action againstsame, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in Employee’s employment by the Court of Chancery Company or any affiliate of the State of Delaware; provided that if Company, or the Employee’s or the Company’s performance under, or the enforcement of, this Agreement, (and only afterd) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Employee’s or the Company’s address as provided for notices in Section 12(a). Nothing 13 hereof, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Texas. The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action actions (whether at Law, in contract or in tort) that may be based upon, arise out of or relate related to this Agreement or the negotiation, execution or performance hereof of this Agreement, shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict conflicts of laws to principles (whether of the extent such principles State of New York or rules any other jurisdiction that would require or permit cause the application of the Laws of another jurisdiction. Any Action against, any jurisdiction other than the State of New York). (b) All Actions arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in the Court of Chancery of state courts sitting in the City, County and State of Delaware; provided that New York, or if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and the matter is vested exclusively in the federal courts of courts, the United States located in District Court for the State Southern District of Delaware; providedNew York, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal appellate courts of to which orders and judgments thereof may be appealed (the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction“Chosen Courts”). Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Parties hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect Chosen Courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party, whether sounding in tort, contract or the transactions contemplated herebyotherwise, (b) agrees not to commence any such action or proceeding except in such courts, (c) agrees that any claim in respect of any such action or proceeding may be heard and hereby irrevocably and unconditionally determined in any Chosen Court, (d) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of such action or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably proceeding, and (e) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtproceeding. Each of the parties hereby irrevocably Parties agrees that a final judgment in any such action or proceeding shall be conclusive and unconditionally consents to service of process may be enforced in other jurisdictions by suit on the judgment or in any other manner provided for notices in Section 12(a)by Law. Nothing in this Agreement will affect the right of any party Party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This AgreementAgreement and any claim, and all claims or causes cause of action or Action (whether at Lawin contract, in contract tort or in tortotherwise) that may directly or indirectly be based upon, relate to or arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, or the negotiation, execution or performance of this Agreement, shall be brought solely governed by, and exclusively construed and enforced in accordance with, the Court of Chancery Laws of the State of Delaware; provided that if , without regard to any choice or conflict of law provision or rule (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts whether of the United States located in State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware; provided, further, that if . (b) Each party hereto (and only afterthe Company, in its capacity as an express third party beneficiary of this Agreement as specified in Section 3) both (i) expressly submits to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware and or, if such court would not have subject matter jurisdiction over any such claim, cause of action or Action, the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(the “Designated Courts”), such Action shall be brought in any state court in the State event any claim, cause of Delaware having subject matter jurisdiction. Each of action or Action involving the parties agrees that a final judgment hereto (subject whether in contract, tort or otherwise) based upon, relating to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and hereby irrevocably any claims that the Designated Courts are an inconvenient forum with respect to such claim, cause of action or Action and unconditionally waives(iii) agrees that it shall not bring any claim, cause of action or Action against any other parties hereto based upon, relating to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court other than the Designated Courts. Each party hereto (and the Company, in accordance with the provisions its capacity as an express third party beneficiary of this Agreement as specified in Section 12(e). Each of the parties 3) hereby irrevocably waives, consents to the fullest extent permitted by applicable Law, the defense service of an inconvenient forum process with respect to the maintenance of such action or proceeding Designated Courts in any such court. Each claim, cause of action or Action by the parties hereby irrevocably and unconditionally consents mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to service of process in its address set forth on the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawsignature pages hereto.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, including any Action against any member of the Parent Group, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines courts determine that it lacks they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in any state court in the State United States District Court for the Southern District of Delaware having subject matter jurisdictionNew York. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e13(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a13(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementAgreement shall be deemed to be a contract made under the laws of the State of New York. This Agreement and the construction, validity, enforcement, performance and all claims interpretation of, or causes of action (whether at Law, in contract any dispute or in tort) that may be based upon, arise claim arising out of or relate to in relation to, this Agreement (whether in contract, tort or the negotiation, execution or performance hereof otherwise) shall be construed, performed and enforced construed in accordance with the Laws laws of the State of Delaware New York without giving effect to its principles or the rules of conflict the State of New York governing the conflicts of laws (other than Section 5-1401 of the General Obligations Law of the State of New York). Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Agreement and the transactions herein contemplated (“Proceedings”) (whether brought against a Party or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each Party hereto hereby irrevocably submits to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws New York Courts for the adjudication of another jurisdictionany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Any Action againstEach Party hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each Party hereby irrevocably, knowingly and voluntarily waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. For purposes of this Agreement, shall be brought solely “New York Courts” means the state and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located sitting in the State of Delaware; providedNew York, furtherCity of New York, that if (and only after) both the Court Borough of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawManhattan.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed interpreted and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in without giving effect to the federal courts choice of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw principles thereof. Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or proceeding relating to this Agreement or the transactions contemplated herebyEmployee’s employment by the Company or any affiliate, or for the recognition and hereby irrevocably and unconditionally waivesenforcement of any judgment in respect thereof (a “Proceeding”), to the fullest exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that the Employee or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EMPLOYEE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EMPLOYEE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in the manner provided for notices in Section 12(aany such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail). Nothing , postage prepaid, to such party, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws of the State of Delaware Texas without giving effect regard to its principles or rules of conflict the Laws that might be applicable under conflicts of laws to principles. (b) The Parties agree that the extent such principles or rules would require or permit the application appropriate, exclusive and convenient forum for any disputes between any of the Laws of another jurisdiction. Any Action against, Parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state or federal court in the State of Delaware having subject matter jurisdiction. Each Houston, Texas, and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, courts solely in respect of any Action legal proceeding arising out of or relating related to this Agreement or Agreement. The Parties further agree that the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, Parties shall not bring suit with respect to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action disputes arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with or jurisdiction other than the provisions of this Section 12(e). Each above specified courts; provided, however, that the foregoing shall not limit the rights of the parties hereby irrevocably waivesParties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such that a final and unappealable judgment against a Party in any action or proceeding in any such court. Each of the parties hereby irrevocably contemplated above shall be conclusive and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process may be enforced in any other manner permitted jurisdiction within or outside the United States by applicable Lawsuit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the Law being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Houston, Texas with respect to any matter under this Agreement shall be binding. (c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 11.11(b). (d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or causes conflict of action laws provision or rule (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws of another jurisdiction. Any Action againstany jurisdiction other than the State of Delaware, except that matters related to the fiduciary obligations of the Company Board shall be governed by the laws of the State of North Carolina. (b) Each of the parties (i) irrevocably submits itself to the personal jurisdiction of each state or federal court sitting in the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyherein, (ii) agrees that every such suit, action or proceeding shall be brought solely brought, heard and determined exclusively in the Court of Chancery of the State of Delaware; Delaware (provided that if (and only after) such court determines that it lacks that, in the event subject matter jurisdiction over any is unavailable in or declined by the Court of Chancery, then all such Action, such Action claims shall be brought solely brought, heard and determined exclusively in the any other state or federal courts of the United States located court sitting in the State of Delaware; provided), further, that if (and only afteriii) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (subject iv) agrees not to bring any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment suit, action or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyherein in any other court, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (v) waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any suit, action or proceeding so brought. (c) Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 8.8 in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in any such courtor pursuant to this Article VIII. Each However, the foregoing shall not limit the right of the parties hereby irrevocably and unconditionally consents a party to effect service of process in on the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any other party to serve process in by any other manner permitted by applicable Lawlegally available method.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or and causes of action arising hereunder or relating hereto will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflict of law principles that would result in the application of the laws of any other jurisdiction. In furtherance of the foregoing, the parties hereby acknowledge and agree that it is their intent that the Chosen Courts (whether at Lawas defined below) not apply the internal affairs doctrine for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof to the extent that such doctrine would result in contract or in tort) that may be based upon, arise out the application of or relate any law other than the law of the State of New York to this Agreement or the negotiationclaim or cause of action arising hereunder. Each party irrevocably and unconditionally consents, execution or performance hereof shall be construed, performed agrees and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws submits to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States District Court for the Southern District of New York or any New York State court, in each case, located in the Borough of Manhattan and not in any other State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of or Federal court in the United States located of America or any court in any other country (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the State Chosen Courts. Each party irrevocably and unconditionally waives any objection to the laying of Delaware determine that they lack venue of any litigation, action, suit or proceeding with respect to the subject matter jurisdiction over hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such legal Actioncourt that any such litigation, such Action shall be action, suit or proceeding brought in any state such court has been brought in the State of Delaware having subject matter jurisdictionan inconvenient forum. Each of the The parties agrees agree that a final judgment (subject to any appeals therefrom) in any such Action litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and all claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware Texas, without giving effect to its principles or rules of conflict of laws regard to the extent such principles or rules would require or permit the application choice of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionlaw provisions thereof. Each of the parties agrees that a final judgment any dispute between the parties shall be resolved only in the courts of the State of Texas or the United States District Court for the Northern District of Texas and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (subject to any appeals therefroma) submits in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or proceeding relating to this Agreement or the transactions contemplated herebyExecutive’s employment by the Company or any affiliate, or for the recognition and hereby irrevocably and unconditionally waivesenforcement of any judgment in respect thereof (a “Proceeding”), to the fullest exclusive jurisdiction of the courts of the State of Texas, the court of the United States of America for the Northern District of Texas, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Texas State court or, to the extent it permitted by law, in such federal court, (b) consents that any such Proceeding may legally and effectively do so, shall be brought in such courts and waives any objection which it that the Executive or the Company may now or hereafter thereafter have to the laying of venue or jurisdiction of any Action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding in any such court or that such Proceeding was brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum court and agrees not to plead or claim the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Executive’s or the Company’s address as provided for notices in Section 12(a). Nothing 14 hereof, and (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Texas. Each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

Governing Law; Jurisdiction. a) This AgreementAgreement and the other Loan Documents and any claims, and all claims controversy, dispute or causes cause of action (whether at Law, in contract or in torttort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the other Loan Documents (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby, hereby and thereby shall be brought solely construed in accordance with and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. b) The Borrower irrevocably and only after) such court determines unconditionally agrees that it lacks subject matter jurisdiction over will not commence any such Actionaction, such Action shall be brought solely litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the District Court of Chancery the Southern District of New York, and any appellate court from any thereof, and each of the State parties hereto irrevocably and unconditionally submits to the jurisdiction of Delaware such courts and the federal courts agrees that all claims in respect of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction, litigation or proceeding may be heard and determined in such Action shall be brought New York State court or, to the fullest extent permitted by applicable law, in any state court in the State of Delaware having subject matter jurisdictionsuch federal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits Nothing in this Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of bring any Action arising out of action or proceeding relating to this Agreement or any other Loan Document against the transactions contemplated hereby, and hereby Borrower or its properties in the courts of any jurisdiction. c) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection which that it may now or hereafter have to the laying of venue of any Action action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby any other Loan Document in any such court referred to in accordance with the provisions of this Section 12(e)Agreement or any other Loan Document. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action actions (whether at Law, in contract or in tort) that may be based upon, arise out of or relate related to this Agreement or the negotiation, execution or performance hereof of this Agreement, shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws of the State of Delaware New York without giving effect to its principles or rules of conflict conflicts of laws to principles (whether of the extent such principles State of New York or rules any other jurisdiction that would require or permit cause the application of the Laws of another jurisdiction. Any Action against, any jurisdiction other than the State of New York). (b) All Actions arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in the Court of Chancery of state courts sitting in the City, County and State of Delaware; provided that New York, or if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and the matter is vested exclusively in the federal courts of courts, the United States located in District Court for the State Southern District of Delaware; providedNew York, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal appellate courts of to which orders and judgments thereof may be appealed (the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction“Chosen Courts”). Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Parties hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect Chosen Courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party, whether sounding in tort, contract or the transactions contemplated herebyotherwise, (b) agrees not to commence any such action or proceeding except in such courts, (c) agrees that any claim in respect of any such action or proceeding may be heard and hereby irrevocably and unconditionally determined in any Chosen Court, (d) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of such action or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably proceeding, and (e) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtproceeding. Each of the parties hereby irrevocably Parties agrees that a final judgment in any such action or proceeding shall be conclusive and unconditionally consents to service of process may be enforced in other jurisdictions by suit on the judgment or in any other manner provided for notices in Section 12(a)by Law. Nothing in this Agreement will affect the right of any party Party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreementagreement (including, without limitation, the creation, validity, perfection and all claims or causes priority of action (whether at Law, in contract or in tortthe Security Interest) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect to its the conflicts of law principles or rules thereof. In furtherance of conflict the foregoing, Broker, Customer and Custodian agree that, for all purposes of laws this Agreement, Custodian is the Securities Intermediary, and the State of New York is the Securities Intermediary’s jurisdiction. (b) Each of Custodian and Customer hereby consents (i) to the extent such principles or rules would require or permit the application jurisdiction of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery courts of the State of Delaware; provided that if (New York sitting in New York City and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located of America for the Southern District of New York; and (ii) that any suit, action, proceeding or dispute that may arise from time to time out of or in the State of Delaware; provided, further, that if (connection with this Agreement or any and only after) both the Court of Chancery all of the State of Delaware Collateral may be brought, or initiated and the federal courts of the United States located settled in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictioncourts. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive Custodian and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, Customer waives any objection which that it may now or hereafter have to the laying of venue of any Action such suit, action, proceeding or settlement in any such court, or that such suit, proceeding or settlement was brought in an inconvenient forum, and agrees not to plead or claim the same. Each of Custodian and Customer authorizes the service of process on itself by registered or certified mail or courier service c/o its address referred to in Section 10. (c) To the maximum extent permitted by applicable law, each of Broker, Customer and Custodian irrevocably waives all right to trial by jury in any suit, action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating related to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each and all of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawCollateral.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws of the State of Delaware Texas without giving effect regard to its principles or rules of conflict the Laws that might be applicable under conflicts of laws to principles. (b) The Parties agree that the extent such principles or rules would require or permit the application appropriate, exclusive and convenient forum for any disputes between any of the Laws of another jurisdiction. Any Action against, Parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state or federal court in the State of Delaware having subject matter jurisdiction. Each Houston, Texas, and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, courts solely in respect of any Action legal proceeding arising out of or relating related to this Agreement or Agreement. The Parties further agree that the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, Parties shall not bring suit with respect to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action disputes arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with or jurisdiction other than the provisions of this Section 12(e). Each above specified courts; provided, however, that the foregoing shall not limit the rights of the parties hereby irrevocably waivesParties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such that a final and unappealable judgment against a Party in any action or proceeding in any such court. Each of the parties hereby irrevocably contemplated above shall be conclusive and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process may be enforced in any other manner permitted jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable Lawlaw being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Houston, Texas with respect to any matter under this Agreement shall be binding. (c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 11.11(b). (d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Governing Law; Jurisdiction. This AgreementAll questions concerning the construction, validity, enforcement and all claims or causes interpretation of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and construed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of internal laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if , without regard to the principles of conflicts of law. The Investor hereby (and only afteri) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought waives all rights to trial by jury in any state court in the State of Delaware having subject matter jurisdiction. Each action, suit or 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 hereby or the relationships established among the parties hereunder; (ii) acknowledges and irrevocably agrees that all actions, proceedings, disputes, matters or claims related to or arising from this Agreement shall be heard and determined strictly in accordance with the terms and procedures set forth in Exhibit A as the sole and exclusive procedure for the resolution of any such action, proceeding, dispute matter or claim; (iii) further agrees not to bring any action, proceeding, dispute matter or claim related to or arising from this Agreement in any court, forum, venue, tribunal or jurisdiction except for such court, forum, venue, tribunal or jurisdiction explicitly provided for in Exhibit A; (iv) no Investor will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against the other party that has initiated in court a putative class action or that is a member of a putative class that has not opted out of the class with respect to any claims encompassed by the putative class action until (1) the class certification is denied, (2) the class is decertified or (3) the other party is excluded from the class by the court. Any forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except if stated herein; and (v) agrees that a final judgment (subject to any appeals therefrom) in any such Action proceeding so brought in accordance with the terms and procedures set forth in Exhibit A shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of law or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)at equity. Nothing in this Agreement will Section 6, however, shall affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw or at equity. The Investor agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws internal laws of the State of Delaware applicable to contracts made and wholly performed within such state, without giving effect regard to its principles any applicable conflicts of law principles. The parties hereto agree that any suit, action or rules of conflict of laws proceeding brought by either party to the extent such principles enforce any provision of, or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Delaware Court of Chancery of Chancery, or in the State of Delaware; provided event (but only in the event) that if (and only after) such court determines that it lacks does not have subject matter jurisdiction over any such Actionsuit, such Action shall be brought solely and exclusively action or proceeding, in the federal courts of the United States located in District Court for the State District of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably hereto submits to the exclusive jurisdiction of any such courtscourt in any suit, in accordance with the foregoing order of priorityaction or proceeding seeking to enforce any provision of, in respect of or based on any Action matter arising out of of, or relating to in connection with, this Agreement or the transactions contemplated hereby, hereby and hereby irrevocably and unconditionally waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each Notwithstanding the foregoing, each of the parties hereto hereby irrevocably agrees that it will not, and unconditionally consents it will not permit any of its Affiliates to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind of description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source, or any of its Affiliates or Representatives, in any way relating to service this Agreement or any of process the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the Borough of Manhattan in the manner provided for notices in City of New York, New York, whether a state or Federal court, and that the provisions of Section 12(a). Nothing in this Agreement will affect the right 10.9 relating to waiver of any jury trial shall apply to such action, cause of action, claim, cross-claim or third-party to serve process in any other manner permitted by applicable Lawclaim.

Governing Law; Jurisdiction. This Agreement, the rights and obligations of the parties hereto, and all claims or causes of action (whether at Lawdisputes relating thereto, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware Connecticut, without giving effect to its principles or rules of conflict of laws regard to the extent such principles or rules would require or permit the application choice of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the law provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtthereof. Each of the parties hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts of the State of Connecticut and the United States District Court for the District of Connecticut, 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 or in connection with this Agreement or any of the transactions contemplated hereby, and irrevocably and unconditionally waives, to the fullest extent permitted by law, any and all objections such party may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Connecticut and the United States District Court for the District of Connecticut, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Connecticut State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY OR SERVICE WITH THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the manner Executive’s or the Company’s address as provided for notices in Section 12(a). Nothing 15 hereof, (e) agrees that nothing in this Agreement will shall affect the right to effect service of any party to serve process in any other manner permitted by applicable Lawthe laws of the State of Connecticut and (f) expressly waives any and all rights to bring any suit, action or other proceeding arising out of or in connection with this Agreement in or before any court or tribunal other than the courts of the State of Connecticut or the United States District Court for the District of Connecticut and any courts to which an appeal may be taken from such courts, and covenants that such party shall not seek in any manner to resolve any dispute other than as set forth herein or to challenge or set aside any decision, award or judgment obtained in accordance with the provisions hereof. Except as may be explicitly set forth in this Agreement, the parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York without giving effect to its the principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionlaw. Any Action againstlegal suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated hereby, shall hereby (“Related Proceedings”) may be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively instituted in the federal courts of the United States of America or the state courts of New York State located in New York, New York (collectively, the State of Delaware; provided“Specified Courts”), further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each each party hereby irrevocably submits to the non-exclusive jurisdiction of such courtsSpecified Courts of such courts in any such suit, in accordance with the foregoing order of priority, in respect action or proceeding. Service of any Action arising out process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or relating to this Agreement or the transactions contemplated hereby, and hereby other proceeding brought in any such court. The parties irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any Action arising out of suit, action or relating other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to this Agreement plead or the transactions contemplated hereby claim in any such court that any such suit, action or other proceeding brought in accordance with the provisions of this Section 12(e)any such court has been brought in an inconvenient forum. Each of the parties hereby With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable Lawlaw, all immunity (whether on the defense basis of an inconvenient forum to the maintenance of such action sovereignty or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to otherwise) from jurisdiction, service of process process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in Specified Courts or any other manner permitted by applicable Lawcourt of competent jurisdiction.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of any jurisdiction other than the State of Delaware; provided . Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 6.11 or in such other manner as may be permitted by applicable law, that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall process may be brought solely and exclusively served in the federal courts manner of giving notices in Section 6.3 and that nothing in this Section 6.11 shall affect the United States located right of any party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the State exclusive general jurisdiction of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware (the “Chancery Court”) and the federal courts of the United States any state appellate court therefrom located in within the State of Delaware determine that they lack subject matter (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such legal Actioncourt, such Action (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought brought, tried and determined only in the Chancery Court and any state appellate court in therefrom located within the State of Delaware having subject matter jurisdiction(or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties party hereto agrees that a final judgment (subject to any appeals therefrom) order in any action or proceeding in such Action courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment order or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. (a) This Agreement, Agreement and all claims or and causes of action (whether at Law, in contract or in tort) that may be based upon, arise arising out of or relate to this Agreement or the negotiation, execution or performance hereof in connection herewith shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws of the State of Delaware Delaware, without giving effect regard to its principles or rules of conflict Laws that may be applicable under conflicts of laws to principles (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws of another any jurisdiction other than the State of Delaware. (b) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such Court does not have jurisdiction. Any Action against, any Delaware state court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any Proceeding arising out of or relating to this Agreement or the transactions contemplated herebyhereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery each of the State of Delaware; provided that if parties hereby irrevocably and unconditionally (and only afteri) such court determines that it lacks subject matter jurisdiction over agrees not to commence any such ActionProceeding except in such courts, such Action shall be brought solely and exclusively (ii) agrees that any claim in the federal courts respect of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal ActionProceeding may be heard and determined in such court, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought Proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch court. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLxx. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)5.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner 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 IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6(c).

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its New York, regardless of the Laws that might otherwise govern under applicable principles or rules of conflict conflicts of laws thereof, except to the extent such principles or rules would require or permit the application that mandatory provisions of federal Law apply. Each of the Laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another jurisdiction. Any Action againstthe courts of the State of New York located in the borough of Manhattan (and any appellate court thereof) and the United States District Court for the Southern District of New York (and any appellate court thereof), in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyhereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery each of the State of Delaware; provided that if parties hereby irrevocably and unconditionally (and only aftera) such court determines that it lacks subject matter jurisdiction over agrees not to commence any such Actionaction except in such courts, such Action shall be brought solely and exclusively (b) agrees that any claim in the federal courts respect of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such Action shall be brought action or proceeding in any state court such courts, and (d) waives, to the fullest extent permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in the State of Delaware having subject matter jurisdictionany such courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby to this Agreement irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in any such action or proceeding in the manner provided for notices in Section 12(a). Nothing Subsection 7.7 of this Agreement; provided, however, that nothing in this Agreement will shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement (and all claims claims, controversies or causes of action (action, whether at Lawin contract, in contract tort or in tort) otherwise, that may be based upon, arise out of or relate to this Agreement or the negotiation, execution execution, termination, performance or performance hereof nonperformance of this Agreement (including any claim, controversy or cause of action based upon, arising out of or relating to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement)) shall be construedgoverned by, performed and construed and enforced in accordance with with, the Laws laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstEach of the parties hereto irrevocably agrees that all proceedings arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought, heard and determined exclusively in any federal or state court sitting in Delaware. Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in Delaware for the purpose of any proceeding arising out of or relating to this Agreement or the transactions contemplated herebyrights and obligations arising hereunder brought by any party hereto and (b) irrevocably waives, shall be brought solely and exclusively in the Court agrees not to assert by way of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionmotion, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provideddefense, furthercounterclaim, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionor otherwise, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and proceeding, any claim that it or its property is not subject personally to the jurisdiction of the above-named courts, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this Agreement, the Share Distribution or any of the other transactions contemplated by this Agreement may not be enforced in other jurisdictions or by suit on any of the judgment or in any other manner provided by applicable Lawabove-named courts. Each party hereby irrevocably submits to the exclusive jurisdiction agrees that service of process upon such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby party in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding shall be effective if notice is given in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in accordance with Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law4.03.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware without giving effect applicable to its principles or rules contracts executed in and to be performed entirely within that state, regardless of the laws that might otherwise govern under any applicable conflict of laws principles, except to the extent such principles or rules would require or permit the application provisions of the Laws laws of another jurisdictionBermuda are mandatorily applicable to the Merger. (b) All Actions arising out of or relating to the interpretation and enforcement of the provisions of this Agreement and in respect of the Transactions (except to the extent any such proceeding mandatorily must be brought in Bermuda) shall be heard and determined in the Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Any The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Actions and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9.07(b) shall not constitute general consents to service of process in the State of Delaware 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 parties. Each party agrees that service of process upon such party in any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively effective if notice is given by overnight courier at the address set forth in the Court Section 9.10 of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionthis Agreement. Each of the The parties agrees agree that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits ; provided, however, that nothing contained in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (c) Notwithstanding anything to the exclusive jurisdiction of such courtscontrary contained in this Section 9.07, each party to this Agreement acknowledges and irrevocably agrees (i) that any legal action, whether at law or in accordance with the foregoing order of priorityequity, whether in respect of contract or in tort or otherwise, against any Action Debt Financing Sources Related Party arising out of or relating to this Agreement or the transactions contemplated herebyDebt Commitment Letter or the performance thereunder shall be subject to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) that, except to the extent relating to the interpretation of any provisions in this Agreement and/or the Equity Commitment Letter, any legal action, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party shall be governed by, and hereby irrevocably and unconditionally waivesconstrued in accordance with, the Laws of the State of New York, (iii) not to the fullest extent it may legally and effectively do so, bring or permit any objection which it may now or hereafter have of their Affiliates to the laying of venue of bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby such legal action in any such court in accordance with other court, and (iv) that the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, 9.07(c) shall apply to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlegal action.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state. (b) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware without giving effect to its principles or rules of conflict of laws to (Complex Commercial Division) or, if subject matter jurisdiction over the extent such principles or rules would require or permit matter that is the application subject of the Laws action or proceeding is vested exclusively in the federal courts of another jurisdiction. Any Action againstthe United States of America, the federal court of the United States of America sitting in the district of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over any such Action, such Action shall be brought solely and the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located of America, the federal court of the United States of America sitting in the State district of Delaware; provided, furtheras applicable, and any appellate court from any thereof, (ii) agrees that if (any claim in respect of any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware and (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located of America, the federal court of the United States of America sitting in the State district of Delaware determine Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that they lack subject matter it may now or hereafter have to the jurisdiction over or laying of venue of any such legal Actionaction or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.11(b) in the manner provided for notices in Section 12(a)9.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement is governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts . Each of the United States located parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 13(a) or in such other manner as may be permitted by applicable law, and nothing in this Section 13(e) will affect the State right of Delawareany party to serve legal process in any other manner permitted by applicable law; provided, further, that if (ii) irrevocably and only after) both unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and the federal courts of the United States located in any state appellate court therefrom within the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(or, such Action shall be brought in any state court in if the Court of Chancery of the State of Delaware having subject matter jurisdictiondeclines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or causes conflict of action laws provision or rule (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdiction. Any Action againstany jurisdiction other than the State of Delaware, except that matters related to the fiduciary obligations of the Company Board and matters that are specifically required by the WBCA in connection with the Transactions shall be governed by the laws of the State of Washington. (b) Each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of each state or federal court sitting in the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyherein, (ii) agrees that every such suit, action or proceeding shall be brought solely brought, heard and determined exclusively in the Court of Chancery of the State of Delaware; Delaware (provided that if (and only after) such court determines that it lacks that, in the event subject matter jurisdiction over any is unavailable in or declined by the Court of Chancery, then all such Action, such Action claims shall be brought solely brought, heard and determined exclusively in the any other state or federal courts of the United States located court sitting in the State of Delaware; provided), further, that if (and only afteriii) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (subject iv) agrees not to bring any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment suit, action or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyTransactions in any other court, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (v) waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such any suit, action or proceeding so brought. (c) Each party hereto irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 8.8 in any such courtsuit, action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to this Article VIII. Each However, the foregoing shall not limit the right of the parties hereby irrevocably and unconditionally consents a party hereto to effect service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in on any other manner permitted party hereto by applicable Lawany other legally available method.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution or performance hereof of this Agreement or the Merger, shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstIn addition, each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Merger, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it shall not bring any action relating to this Agreement or any of the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought by this Agreement in any state court in other than the State of Delaware having subject matter jurisdictionaforesaid courts. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts, (b) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the defense of Action in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action Action is improper or proceeding (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such courtcourts. Each of the parties hereby Party hereto irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.4 in the manner provided for notices in Section 12(a)9.7. Nothing in this Agreement will shall affect the right of any party Party hereto to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws of the State of Delaware without giving effect regard to its principles or rules of conflict the Laws that might be applicable under conflicts of laws to principles. (b) The Parties agree that except as specifically otherwise provided in this Agreement, the extent such principles or rules would require or permit the application appropriate, exclusive and convenient forum for any disputes between any of the Laws of another jurisdiction. Any Action against, Parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state or federal court in the State of Delaware having subject matter jurisdiction. Each Denver, Colorado, and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, courts solely in respect of any Action legal proceeding arising out of or relating related to this Agreement or Agreement. The Parties further agree that the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, Parties shall not bring suit with respect to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action disputes arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with or jurisdiction other than the provisions of this Section 12(e). Each above specified courts; provided, however, that the foregoing shall not limit the rights of the parties hereby irrevocably waivesParties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such that a final and unappealable judgment against a Party in any action or proceeding in any such court. Each of the parties hereby irrevocably contemplated above shall be conclusive and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process may be enforced in any other manner permitted jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable Lawlaw being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Denver, Colorado with respect to any matter under this Agreement shall be binding. (c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 12.10(b). (d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement, Agreement is governed by and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts . Each of the United States located parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Proceeding relating to this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 8(a) hereof or in such other manner as may be permitted by applicable law, and nothing in this Section 8(e) will affect the State right of Delawareany party hereto to serve legal process in any other manner permitted by applicable law; provided, further, that if (ii) irrevocably and only after) both unconditionally consents and submits itself and its properties and assets in any Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and the federal courts of the United States located in any state appellate court therefrom within the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action(or, such Action shall be brought in any state court in if the Court of Chancery of the State of Delaware having subject matter jurisdictiondeclines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Proceeding arising out of or related to this Agreement or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Proceeding in the Chosen Courts or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. (i) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware Virginia without giving effect regard to its principles or rules of conflict conflicts of laws principles thereof. (ii) Each of the Grantee and the Company irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Virginia State Court or Federal Court sitting in Virginia, and any court having jurisdiction over appeals or matters heard in such courts, in any action or proceeding arising out of, connected with, related to or incidental to the relationship established between them in connection with this Agreement, whether arising in contract, tort, equity or otherwise, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such state court or, to the extent permitted by law, in such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictioncourt. Each of the parties Grantee and the Company (at the Company’s expense) irrevocably designates and appoints CT Corporation System, 0000 Xxx Xxxx, Suite 301, Glen Allen, Virginia 23060, as its agent (the “Process Agent”) for service of all process in any such proceeding in any such court, such service being hereby acknowledged to be effective and binding service in every respect. Each of the Grantee and the Company agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits of the Grantee and the Company waives in all disputes any objection that it may have to the exclusive jurisdiction location of such courts, in accordance with the foregoing order court considering the dispute. (iii) Each of priority, in respect the Grantee and the Company irrevocably consents to the service of process of any Action arising out of the aforementioned courts in any such action or relating to this Agreement proceeding by the mailing of copies thereof by registered or the transactions contemplated herebycertified mail, and hereby irrevocably and unconditionally waivespostage prepaid, to the fullest extent it may legally Process Agent or their respective notice addresses specified herein, such service to become effective five (5) days after such mailing. Each of the Grantee and effectively do sothe Company irrevocably waives any objection (including, without limitation, any objection of the laying of venue or based on the grounds of Forum non Conveniens) which it may now or hereafter have to the laying of venue be bringing of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding with respect to the Agreement in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)jurisdiction set forth above. Nothing in this Agreement will herein shall affect the right of any party to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware Delaware, without giving effect to its principles or rules of conflict conflicts of laws to the extent such principles or rules that would require or permit result in the application of the Laws Law of another any other jurisdiction. Any Action against. (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction over any such Actionjurisdiction, such Action shall be brought solely and exclusively in the federal courts Federal court of the United States located of America sitting in the State Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of Delaware; provided, further, that if (any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal courts Federal court of the United States located of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the State fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of Delaware determine that they lack subject matter jurisdiction over venue of any such legal Actionaction or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.11(a) in the manner provided for notices in Section 12(a)9.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementAny dispute, and all claims or causes of action (whether at Lawdisagreement, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles interpretation or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, claim arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyits enforcement, shall be brought solely and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. The Company and only after) such court determines that it lacks subject matter Investor hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive jurisdiction over any such Action, such Action shall be brought solely of the Supreme Court of the State of New York sitting in New York County and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the District Court of Chancery the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed interpreted and enforced in accordance with with, the Laws internal substantive laws of the State of Delaware New York, USA without giving effect to its principles or the rules thereof relating to conflicts of conflict law thereof (other than Section 5-1401 of laws the General Obligations Law of the State of New York) and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws. Each Party unconditionally and irrevocably consents to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws courts of another jurisdiction. Any Action againstthe State of New York, USA located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably and unconditionally waives, shall be brought solely to the fullest extent it may legally and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines effectively do so, any objection that it lacks subject matter jurisdiction over may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 18(a). Each Party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictioncourt. Each of the parties Party agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Applicable Law. . (b) Each party Party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)15. Nothing in this Agreement will affect the right of any party hereto to serve process on the other Party in any other manner permitted by applicable Applicable Law. Each of the Parties waives personal service of any summons, complaint or other process, which may be made by any other means permitted by New York law.

Governing Law; Jurisdiction. (a) This Agreement, and Warrant all claims questions relating to the interpretation or causes enforcement of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws regard to the extent such principles Laws of the State of Delaware or rules any other jurisdiction that would require or permit call for the application of the Laws substantive laws of another jurisdictionany jurisdiction other than the State of Delaware. (b) Each party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10 addressed to such party at the address specified pursuant to Section 10. Any Action against, arising out Each of or relating the Parties irrevocably submits to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in exclusive jurisdiction of the Court of Chancery of the State of Delaware; provided , or in the event, but only in the event, that if (and only after) such court determines that it lacks subject matter declines to accept jurisdiction over any such ActionProceeding, such Action shall be brought solely and exclusively in to the federal courts exclusive jurisdiction of the United States located District Court for the District of Delaware (or, in the event that such court declines to accept jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware; provided) (collectively, furtherthe “Courts”), that if for the purposes of any Proceeding arising out of or relating to this Warrant (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located agrees not to commence any Proceeding relating hereto except in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionCourts as provided herein). Each of the parties further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 10 to such Party’s address set forth in Section 10 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Warrant in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each party agrees that a final judgment (subject to any appeals therefrom) in any such Action Proceeding properly brought in accordance with the terms of this Warrant shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any jurisdiction or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, at law or in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawequity.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims interpreted in accordance with, the laws of the State of Delaware, without regard to the conflict of law principles thereof that would call for the application of the laws of any other jurisdiction (except to the extent that mandatory provisions of federal or causes Delaware law govern). Each of action (whether at Law, in contract or in tort) the Parties hereto agrees that may be based upon, arise out of or relate to this Agreement or involves at least U.S. $100,000.00 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the negotiation, execution or performance hereof Parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be construed, performed and enforced in accordance with (i) subject to the Laws jurisdiction of the courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application and of the Laws federal courts sitting in the State of another jurisdictionDelaware, and (ii) subject to service of process in the State of Delaware. Any Action againstThe Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the transactions matters contemplated hereby, hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such any federal or state court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery each of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Parties hereby irrevocably submits consents to the exclusive jurisdiction of such courtscourts (and of the appropriate appellate courts therefrom) in any such suit, in accordance with the foregoing order of priority, in respect of any Action arising out of action or relating to this Agreement or the transactions contemplated hereby, proceeding and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of the venue of any Action arising out of such suit, action or relating to this Agreement or the transactions contemplated hereby proceeding in any such court or that any such suit, action or proceeding brought in accordance with any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the provisions world, whether within or without the jurisdiction of this Section 12(e)any such court. Each of Without limiting the parties hereby irrevocably waivesforegoing, each Party agrees that, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner on such Party as provided for notices in Section 12(a). Nothing in this Agreement will affect the right 3.4 shall be deemed effective service of any party to serve process in any other manner permitted by applicable Lawon such Party.

Governing Law; Jurisdiction. (a) This AgreementAgreement will be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws laws of the State of Delaware Texas, without giving effect regard to its choice of law principles or rules of conflict of laws to the extent such principles or rules that would require or permit the application of the Laws laws of another any other jurisdiction. Any Action against. (b) Each Party agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties arising out of this Agreement or the transactions contemplated hereby will be in any state or federal court in Houston, Texas, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any Legal Proceeding arising out of or relating related to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in . The Parties further agree that the Court Parties will not bring suit with respect to any disputes arising out of Chancery of this Agreement or the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought transactions contemplated hereby in any state court in or jurisdiction other than the State of Delaware having subject matter jurisdictionabove specified courts. Each of the parties Party agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Notwithstanding the foregoing, Buyer shall be entitled to enforce the provisions of Section 5.10 and in the Non-Competition Agreements in any court of competent jurisdiction. (c) To the extent that either Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement, and (ii) submits to the exclusive personal jurisdiction of such courts, any court described in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and Section 10.7(b). (d) Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court referred to in accordance with the provisions of this Section 12(e10.7(b). Each of the parties Parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware New York, without giving effect regard to its principles or rules such state’s choice of conflict of laws to the extent such principles or rules law provisions which would require or permit the application of the Laws law of another any other jurisdiction, except where preempted by the Bankruptcy Code. Any Action againstBy its execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, may be brought in the United States District Court for the Southern District of New York, and by executing and delivering this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Bankruptcy Court solely for purposes of any action, suit, proceeding, or other contested matter arising out of or relating to this Agreement Agreement, or the transactions contemplated hereby, shall be brought solely and exclusively in the Court for recognition or enforcement of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) rendered or order entered in any such Action shall be conclusive and may be enforced in action, suit, proceeding, or other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawcontested matter.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Lawlaw, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof hereof, shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery (or a proper Delaware state court if the Court of Chancery does not have subject matter jurisdiction) or the federal courts sitting in the State of Delaware. Any Action againstEach of the parties hereto submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of of, or relating to in connection with, this Agreement or the transactions contemplated hereby, shall be brought solely hereby and exclusively hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment action or in any other manner provided by applicable Lawproceeding. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of the venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivessuit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of court or that any party to serve process such suit, action or proceeding brought in any other manner permitted by applicable Lawsuch court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect regard to its principles or rules of conflict conflicts of laws to principles thereof. (b) For the extent such principles purposes of any suit, action or rules would require or permit the application other proceeding between any of the Laws of another jurisdiction. Any Action against, parties hereto arising out of or relating to this Agreement or the transactions any transaction contemplated hereby, shall each party irrevocably submits to the jurisdiction of the United States District Court for the Eastern District of Pennsylvania, and, in the event there is no subject matter jurisdiction over this dispute in Federal court, then to the jurisdiction of the Court of Common Pleas of Berks County. Each party agrees to commence any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in the United States District Court for the Eastern District of Pennsylvania, and, in the event such suit, action or other proceeding may not be brought solely and exclusively in Federal court, then each party agrees to commence such suit, action or proceeding in the Court of Chancery Common Pleas of Berks County. Each party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the State parties hereto arising out of Delawarethis Agreement or any transaction contemplated hereby in (i) the United States District Court for the Eastern District of Pennsylvania, and in (ii) the Court of Common Pleas of Berks County. Each party hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any of the aforementioned courts that any such suit, action or proceeding has been brought in an inconvenient forum. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by registered mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that if (and only after) such court determines that it lacks subject matter nothing in this Section 7.13 shall affect the right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction over any such Action, such Action set forth in this Section 7.13 shall be brought solely and exclusively not constitute a general consent to service of process in the federal courts Commonwealth of the United States located Pennsylvania and shall have no effect for any purpose except as provided in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionthis Section 7.13. Each of the The parties agrees agree that a final judgment (subject to any appeals therefrom) in any such Action suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. (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 EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby irrevocably submits to the exclusive jurisdiction of such courtsEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, in accordance with the foregoing order of priorityAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyEXPRESSLY OR OTHERWISE, and hereby irrevocably and unconditionally waivesTHAT SUCH OTHER PARTY WOULD NOT, to the fullest extent it may legally and effectively do soIN THE EVENT OF LITIGATION, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesSEEK TO ENFORCE THE FOREGOING WAIVER, to the fullest extent permitted by applicable Law(II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law(III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.13.

Governing Law; Jurisdiction. (a) This Agreement, Agreement and all claims or causes of action proceedings (whether at Lawbased on contract, in contract tort or in tortotherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated herebyactions of the Parties in the negotiation, administration, performance and enforcement hereof, shall be brought solely governed by, and exclusively construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. (b) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Delaware Superior Court, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction over jurisdiction, the Delaware Superior Court, and appellate courts thereof, (ii) agrees that any claim in respect of any such Action, such Action shall action or proceeding may be brought solely heard and exclusively determined in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware Delaware, or, if (and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any only if) such legal Action, such Action shall be brought in any state court in the State of Delaware having finds it lacks subject matter jurisdiction, the Delaware Superior Court, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the parties Parties agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawXxx. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 8.11(b) in the manner provided for notices in Section 12(a)8.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws internal laws of the State of Delaware Nevada without giving effect to its principles or rules of conflict of laws regard to the extent such choice of law principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionthereof. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of such courts, the state and federal courts located in accordance with the foregoing order State of priority, in respect Nevada for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement or and the transactions contemplated hereby. Service of process in connection with any such suit, and hereby action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably and unconditionally waives, consents to the fullest extent it may legally jurisdiction of any such court in any such suit, action or proceeding and effectively do so, to the laying of venue in such court. Each party hereto irrevocably waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of such suit, action or relating to this Agreement proceeding brought in such courts and irrevocably waives any claim that any such suit, action or the transactions contemplated hereby proceeding brought in any such court has been brought in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtforum. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)WAIVER OF JURY TRIAL. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawIN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims or causes of action (whether at Lawin contract, in contract tort or in tortotherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be construed, performed governed and enforced construed in accordance with the internal Laws of the State of Delaware applicable to contracts made and wholly performed within the State of Delaware, without regard to any applicable conflicts of law principles that would result in the application of the Laws of any other jurisdiction, except to the extent that mandatory provisions of the VSCA govern; provided that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, or any dispute arising out of or relating in any way to the Transaction Financing, the Commitment Letter, the performance thereof or the transactions contemplated thereby shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect New York. The parties hereto agree that any suit, action or proceeding seeking to its principles enforce any provision of, or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Chancery Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States located District Court sitting in New Castle County in the State of Delaware determine that they lack subject matter jurisdiction over any such legal ActionDelaware, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits consents to the exclusive jurisdiction of such courtscourts (and of the appropriate appellate courts therefrom) in any such suit, in accordance with the foregoing order of priority, in respect of any Action arising out of action or relating to this Agreement or the transactions contemplated hereby, proceeding and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection which that it may now or hereafter have to the laying of the venue of any Action arising out of such suit, action or relating to this Agreement or the transactions contemplated hereby proceeding in any such court or that any such suit, action or proceeding brought in accordance with any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the provisions world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.2 shall be deemed effective service of process on such party. Notwithstanding anything herein to the contrary, each party to this Section 12(e). Each Agreement acknowledges and irrevocably agrees that any action or proceeding, whether in contract or tort, at law or in equity or otherwise, against any Financing Source arising out of, or relating to, the transactions contemplated by this Agreement (including the Transaction Financing) shall be subject to the exclusive jurisdiction of the parties hereby irrevocably waivesSupreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the Borough of Manhattan (and the appellate courts thereof) and each party to this Agreement submits for itself and its property with respect to any such action or proceeding to the fullest extent permitted by applicable Law, the defense exclusive jurisdiction of an inconvenient forum such court and agrees not to the maintenance of bring any such action or proceeding in any such other court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(aEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER IN CONTRACT OR TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM INVOLVING ANY FINANCING SOURCE AND THEIR RESPECTIVE NONPARTY AFFILIATES). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement, Agreement (and all any claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise disputes arising out of or relate related hereto or to this Agreement the inducement of any party to enter herein, whether for breach of contract, tortious conduct or the negotiationotherwise and whether predicated on common law, execution statute or performance hereof otherwise) shall be construed, performed governed by and enforced construed and interpreted in accordance with the Laws of the State of Delaware without giving effect to its principles or rules irrespective of conflict the choice of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if , including all matters of validity, construction, effect, enforceability, performance and remedies. (and only afterb) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in Subject to the federal courts provisions of Article VII of the United States located in Separation and Distribution Agreement, each of the State Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and or, if such court shall not have jurisdiction, the federal United States District Court for the District of Delaware, or if such court shall not have jurisdiction, the other state courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over Delaware, and any such legal Action, such Action shall be brought in appellate court from any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courtsappeal thereof, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such other courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action arising out in the Court of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each Chancery of the parties hereby irrevocably State of Delaware or such other courts, and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding Action in any such court. Each the Court of Chancery of the parties hereby irrevocably and unconditionally consents to service State of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any Delaware or such other manner permitted by applicable Lawcourts.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws of the State of Delaware Oklahoma without giving effect regard to its principles or rules of conflict the Laws that might be applicable under conflicts of laws to principles. (b) The Parties agree that the extent such principles or rules would require or permit the application appropriate, exclusive and convenient forum for any disputes between any of the Laws of another jurisdiction. Any Action against, Parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state or federal court in the State of Delaware having subject matter jurisdiction. Each Tulsa, Oklahoma, and each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, courts solely in respect of any Action legal proceeding arising out of or relating related to this Agreement or Agreement. The Parties further agree that the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, Parties shall not bring suit with respect to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action disputes arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with or jurisdiction other than the provisions of this Section 12(e). Each above specified courts; provided, however, that the foregoing shall not limit the rights of the parties hereby irrevocably waivesParties to obtain execution of judgment in any other jurisdiction. The Parties further agree, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such that a final and unappealable judgment against a Party in any action or proceeding in any such court. Each of the parties hereby irrevocably contemplated above shall be conclusive and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process may be enforced in any other manner permitted jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Except to the extent that a different determination or finding is mandated due to the applicable Lawlaw being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Tulsa, Oklahoma with respect to any matter under this Agreement shall be binding. (c) To the extent that any Party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 10.11(b). (d) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Governing Law; Jurisdiction. (A) This Agreement, Agreement and all disputes, claims or causes of action (whether at Lawcontroversies relating to, in contract arising out of, or in tort) that may be based upon, arise out of or relate to connection with this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the internal Laws of the State of Delaware applicable to contracts executed in and to be performed in the State of Delaware, without giving effect to its principles any choice of Law or rules of conflict of laws to Laws rules or provisions (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws of another jurisdiction. Any any jurisdiction other than the State of Delaware. (B) Each party irrevocably agrees that any Action against, arising out of or relating to this Agreement brought by any other party or the transactions contemplated hereby, its successors or assigns shall be brought solely and exclusively determined in the Court of Chancery of the State of Delaware; provided that Delaware (or, solely if (and only after) such courts decline jurisdiction, in any federal court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided), further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such courtsAction arising out of or relating to this Agreement and the transactions contemplated hereby. Each party agrees not to commence any Action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of process and each party further waives any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, (i) any claim that it is not personally subject to the fullest extent jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it may legally and effectively do so, any objection which it may now or hereafter have to its property is exempt or immune from the laying of venue jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (1) the Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court is brought in accordance with an inconvenient forum, (2) the provisions venue of such Action is improper or (3) this Section 12(e)Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby irrevocably waivesparty agrees that a final, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such non-appealable judgment in any action or proceeding in any such court. Each of so brought shall be conclusive and may be enforced by suit on the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process judgment or in any other manner permitted provided by applicable Law.

Governing Law; Jurisdiction. (a) This AgreementAgreement and any claim, and all claims controversy or causes of action (whether at Law, in contract dispute arising under or in tort) that may be based upon, arise out of or relate related to this Agreement or the negotiationtransactions contemplated hereby or the rights, execution or performance hereof duties and relationship of the Parties, shall be construed, performed governed by and construed and enforced in accordance with the Laws of the State of Delaware without giving effect Texas, excluding any conflicts of law, rule or principle that might refer construction of provisions to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against. (b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement, the Transaction Documents (other than disputes arising out of the Company Agreement, which shall be governed by the terms thereof) or the transactions contemplated hereby shall be in any state or federal court in Houston, Texas and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any Proceeding arising out of or relating related to this Agreement Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement, the Transaction Documents (other than disputes arising out of the Company Agreement, which shall be governed by the terms thereof) or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought hereby in any state court in or jurisdiction other than the State of Delaware having subject matter jurisdictionabove specified courts. Each of The Parties further agree, to the parties agrees extent permitted by Law, that a final and nonappealable judgment (subject to any appeals therefrom) against a Party in any such Action action or Proceeding contemplated above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) To the extent that any Party or any of its Affiliates has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in any other manner provided by applicable Law. Each party aid of execution, execution or otherwise) with respect to itself or its property, such Party (on its own behalf and on behalf of its Affiliates) hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the exclusive personal jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices described in Section 12(a14.12(b). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law. (d) THE PARTIES AGREE THAT THEY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS (OTHER THAN DISPUTES ARISING OUT OF THE COMPANY AGREEMENT, WHICH SHALL BE GOVERNED BY THE TERMS THEREOF) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware Delaware, without giving effect to its principles or rules of conflict conflicts of laws to the extent such principles or rules that would require or permit result in the application of the Laws Law of another any other state. (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction. Any Action against, the federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding, except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction over any such Actionjurisdiction, such Action shall be brought solely and exclusively in the federal courts Federal court of the United States located of America sitting in the State Delaware, and any appellate court from any thereof; (ii) agrees that any claim in respect of Delaware; provided, further, that if (any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware Delaware, or, if (and only if) such court finds it lacks jurisdiction, the federal courts Federal court of the United States located of America sitting in Delaware, and any appellate court from any thereof; (iii) waives, to the State fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of Delaware determine that they lack subject matter jurisdiction over venue of any such legal Actionaction or proceeding in such courts; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10.9(b) in the manner provided for notices in Section 12(a)10.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state. Notwithstanding anything herein to the contrary, the Company (on behalf of itself and each Company Related Party) and each of the other Parties hereto agrees that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) against a Financing Source that is in any way related to this Agreement, and all claims the Merger or causes any of action (whether at Lawthe other Transactions, in contract or in tort) that may be based upon, arise including any dispute arising out of or relate relating in any way to the Financing shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law); provided that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Merger Agreement Representations (as defined in any commitment letter related to the Financing) and whether as a result of any inaccuracy thereof Parent, Merger Sub or their respective affiliates have the right to terminate its obligations under this Agreement, or to decline to consummate the Transactions pursuant to this Agreement or and (iii) the negotiation, execution or performance hereof shall be construed, performed and enforced determination of whether the Transactions have been consummated in accordance with the Laws terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware without giving effect to its principles or rules of conflict conflicts of laws to the extent such principles or rules that would require or permit result in the application of the Laws Law of another any other state. (b) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction. Any Action against, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over any such Action, such Action shall be brought solely and the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located of America, the federal court of the United States of America sitting in the State district of Delaware; provided, furtheras applicable, and any appellate court from any thereof, (ii) agrees that if (any claim in respect of any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware and (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located of America, the federal court of the United States of America sitting in the State district of Delaware determine Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that they lack subject matter it may now or hereafter have to the jurisdiction over or laying of venue of any such legal Actionaction or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.11(b) in the manner provided for notices in Section 9.4. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law. Notwithstanding anything herein to the contrary, the Company (on behalf of itself and each Company Related Party) and each of the other Parties hereto (A) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party hereby irrevocably claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Merger or any of the other Transactions, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (B) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (C) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in accordance with the foregoing order Section 9.4 shall be effective service of priorityprocess against it for any such action brought in any such court, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (D) waives and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection which it may now or hereafter have to the jurisdiction or laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesof, to the fullest extent permitted by applicable Law, and the defense of an inconvenient forum to the maintenance of of, any such action or proceeding in any such court. Each of court and (E) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process judgment or in any other manner permitted provided by applicable Law.

Governing Law; Jurisdiction. This AgreementAgreement and the legal relations between the parties hereto will be governed in all respects, including validity, interpretation and all claims or causes of action (whether at Laweffect, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or by the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws laws of the State of Delaware Nevada applicable to contracts made and performed wholly therein, without giving effect to its principles any choice or rules of conflict of laws to the extent such principles provisions or rules that would require or permit cause the application of the Laws laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter other jurisdiction. Each of the parties hereto irrevocably agrees that a final any legal action or proceeding with respect to this Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment (subject to any appeals therefrom) in any such Action respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be conclusive brought and may be enforced determined exclusively in other jurisdictions by suit on the judgment Eighth Judicial District Court of the State of Nevada, Clark County, Nevada and any state appellate court therefrom within the State of Nevada (or, if the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada declines to accept jurisdiction over a particular matter, any state or in any other manner provided by applicable Lawfederal court within the State of Nevada). Each party of the parties hereto hereby irrevocably submits with regard to the exclusive jurisdiction of any such courts, in accordance with the foregoing order of priority, action or proceeding for itself and in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyits property, generally and hereby irrevocably and unconditionally waivesunconditionally, to the fullest extent personal jurisdiction of the aforesaid courts and agrees that it may legally and effectively do so, will not bring any objection which it may now or hereafter have to the laying of venue of any Action arising out of or action relating to this Agreement or the transactions contemplated hereby in any such court in accordance with other than the provisions of this Section 12(e)aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 8.6 and this Section 8.4, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Lawlaw, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof may not be enforced in or by such courts. 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 of Without limiting the parties hereby irrevocably and unconditionally consents to foregoing, each party agrees that service of process in the manner on such party as provided for notices in Section 12(a). Nothing in this Agreement will affect the right 8.6 shall be deemed effective service of any party to serve process in any other manner permitted by applicable Lawon such party.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed construed and enforced in accordance with the Laws of the State of Delaware without giving effect to its the choice of law principles or rules of conflict of laws thereof. Each Party consents to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively nonexclusive personal jurisdiction in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be action brought in any state court in court, federal or state, within the State of Delaware having subject matter jurisdictionjurisdiction arising under this Agreement, and each of the Parties hereto agrees that any action instituted by any of them against any other with respect to this Agreement may be instituted in a court, federal or state, within the State of Delaware. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Parties hereto irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, waives the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtaction. (b) Each of the Parties hereto agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the Parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties Parties hereto hereby irrevocably and unconditionally consents agrees (i) that it is and shall continue to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii) to the fullest extent permitted by law, that service of process in may be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the manner provided for notices in Section 12(a). Nothing in this Agreement will affect U.S. Postal Service constituting evidence of valid service, and that, to the right of any party to serve process in any other manner fullest extent permitted by applicable Lawlaw, service made pursuant to (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. (c) Notwithstanding anything contrary in this Agreement, each of the Parties agrees that it will not, and will not permit its Affiliates to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity and whether in contract or in tort or otherwise, against the Loan Financing Sources in any way related to this Agreement or any of the Contemplated Transactions (including any dispute arising out of or relating to the Transaction Financings or the performance thereof) in any forum other than the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, located in the Borough of Manhattan or, in either case, any appellate court thereof and in no event will any Loan Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature, except to the extent paid in connection with a claim by a third party. The parties hereto further agree that all of the provisions of Section 9.10 relating to waiver of jury trial shall also apply to any action, cause of action, claim, cross-claim or third party-claim referenced in this paragraph.

Governing Law; Jurisdiction. Consent to Service of Process. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with and governed by the Laws law of the State of Delaware without giving effect to New York. (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its principles or rules of conflict of laws property, to the extent such principles or rules would require or permit the application nonexclusive jurisdiction of the Laws Supreme Court of another jurisdiction. Any Action againstthe State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement any Loan Document, or the transactions contemplated herebyfor recognition or enforcement of any judgment, shall be brought solely and exclusively in the Court of Chancery each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits Nothing in this Agreement or any other Loan Document shall affect any right that the Agent, the Issuing Bank or any Lender may otherwise have to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of bring any Action arising out of action or proceeding relating to this Agreement or any other Loan Document against the transactions contemplated hereby, and Borrower or its properties in the courts of any jurisdiction. (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby any other Loan Document in any such court referred to in accordance with the provisions paragraph (b) of this Section 12(e)Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. . (d) Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. This a. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. b. By its execution and delivery of this Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws each of the State of Delaware without giving effect Parties hereto irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to its principles any matter under or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to in connection with this Agreement or the transactions contemplated herebyfor recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought solely and exclusively in the Court Bankruptcy Court. By execution and delivery of Chancery this Agreement, each of the State of Delaware; provided that if (Parties irrevocably accepts and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits itself to the exclusive jurisdiction of the Bankruptcy Court, generally and unconditionally, with respect to any such courtsaction, in accordance suit or proceeding, and waives any objection it may have to venue or the convenience of the forum. c. In the event the Bankruptcy Court does not have or refuses to exercise jurisdiction with respect to this Agreement and any disputes arising therefrom, any legal action, suit, or proceeding against the foregoing order Parties (or any of priority, in them) with respect of to any Action matter under or arising out of or relating to in connection with this Agreement Agreement, or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now for recognition or hereafter have to the laying of venue enforcement of any Action arising out of or relating to this Agreement or the transactions contemplated hereby judgment rendered in any such court action, suit or proceeding, may be brought in accordance with the provisions United States District Court for the Southern District of New York or courts of the State of New York located in the Borough of Manhattan, City of New York, and by execution and delivery of this Section 12(e). Each Agreement, each Party irrevocably accepts and submits itself to the exclusive jurisdiction of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably Bankruptcy Court and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawthose courts.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws and matters related to the fiduciary obligations of the Board of Directors of Seller or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof Purchaser shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of Delaware except all matters relating to the interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, or otherwise) against any of the Debt Financing Parties and each of their respective affiliates and their respective general or limited partners, shareholders, managers, members, directors, officers, employees, advisors, counsel or affiliates in any way relating to their debt financing commitments and related fee letters or the performance thereof or the financings contemplated thereby, shall, except as expressly provided in such debt financing commitments, be exclusively governed by, and construed in accordance with, the domestic Law of the State of New York without giving effect to its principles any choice or rules of conflict of laws law provision or rule whether of the State of New York or any other jurisdiction that would cause the application of Law of any jurisdiction other than the State of New York. (b) Each of the parties (i) irrevocably submits itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such principles or rules would require or permit court does not have jurisdiction, the application United States District Court of the Laws District of another jurisdiction. Any Action againstDelaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyherein, (ii) agrees that every such suit, action or proceeding shall be brought solely brought, heard and determined exclusively in the Court of Chancery of the State of Delaware; provided that if such court, (and only afteriii) such court determines agrees that it lacks subject matter shall not attempt to deny or defeat such personal jurisdiction over by motion or other request for leave from such court, (iv) agrees not to bring any such Actionsuit, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment action or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action proceeding arising out of or relating to this Agreement or any of the transactions contemplated herebyherein in any other court, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (v) waives any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such any suit, action or proceeding so brought. (c) Notwithstanding anything contrary in this Agreement, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Parties or any of their respective affiliates or any of their respective former, current or future general or limited partners, shareholders, managers, members, directors, officers, employees, advisors, counsel or affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the debt financing commitments or the performance thereof, in any forum other than any New York federal court sitting in the Borough of Manhattan, or, if such courtcourt does not have subject matter jurisdiction, in any state court located in the City and County of New York. The parties hereto further agree that all of the provisions of Section 9.13 relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party-claim referenced in this Section 9.08(c). (d) Each of the parties hereby irrevocably and unconditionally consents to agrees that service of any process, summons, notice or document in the manner set forth in Section 9.01 shall be effective service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawaction, suit or proceeding brought against it.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect to New York. (b) Each Collateral Agent and the Company hereby irrevocably and unconditionally submits, for itself and its principles or rules of conflict of laws property, to the extent such principles or rules would require or permit the application nonexclusive jurisdiction of the Laws courts of another jurisdiction. Any Action againstthe State of New York sitting in the City of New York, Borough of Manhattan, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyfor recognition or enforcement of any judgment, shall be brought solely and exclusively in the Court of Chancery each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits Nothing in this Agreement shall affect any right that either Collateral Agent may otherwise have to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of bring any Action arising out of action or proceeding relating to this Agreement or any other Credit Document or Notes Document against any Grantor or its properties in the transactions contemplated hereby, courts of any jurisdiction. (c) Each Collateral Agent and each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court referred to in accordance with the provisions paragraph (b) of this Section 12(e)Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement and, unless expressly provided therein, each Ancillary Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed and interpreted in accordance with the Laws internal laws of the State of Delaware without giving effect New York applicable to its contracts made and to be performed wholly in such State and irrespective of the choice of law principles or rules of conflict the State of laws New York, as to all matters (other than with respect to the extent such principles or rules would require or permit the application corporate action of the Laws Altisource board of another jurisdiction. directors attendant to the declaration and payment of the dividend of the AAMC Common Shares, which shall be governed by the law of Luxembourg). (b) Any Action against, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, any Ancillary Agreement shall be brought solely and exclusively in the Court of Chancery courts of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively New York located in the federal courts County of New York or in the United States located in District Court for the State Southern District of Delaware; providedNew York (if any party to such action or proceeding has or can acquire jurisdiction), further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment hereto or in any other manner provided by applicable Law. Each party hereby thereto irrevocably submits to the exclusive jurisdiction of each such courtscourt in any such action or proceeding, in accordance with the foregoing order waives any objection it may now or hereafter have to venue or to convenience of priorityforum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any Action such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement or any Ancillary Agreement in any other court. The parties to this Agreement or any Ancillary Agreement agree that any of them may file a copy of this paragraph with any court as written evidence of the transactions contemplated herebyknowing, voluntary and hereby bargained agreement between the parties hereto and thereto irrevocably to waive any objections to venue or to convenience of forum. Process in any action or proceeding referred to in the first sentence of this Section 15.11 may be served on any party to this Agreement or any Ancillary Agreement anywhere in the world. (c) Notwithstanding the foregoing, (i) in the event that a court of competent jurisdiction determines that the choice of New York law in accordance with Section 15.11(a) is unenforceable, this Agreement shall be governed by the laws of the U.S. Virgin Islands and unconditionally waives, to (ii) in the fullest extent it may legally and effectively do soevent that a court of competent jurisdiction determines that the choice of New York jurisdiction in accordance with Section 15.11(b) is unenforceable, any objection which it may now action or hereafter have to the laying of venue of any Action proceeding arising out of or relating to this Agreement or any Ancillary Agreement shall be brought in the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each courts of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawU.S. Virgin Islands.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Delaware. Any Action againstIn addition, arising out each of the parties hereto irrevocably agrees that any legal action or relating proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the transactions contemplated herebyrights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought solely and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.4, (b) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. Each court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the parties hereby irrevocably and unconditionally consents to service of process subject matter hereof, may not be enforced in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted or by applicable Lawsuch courts.

Governing Law; Jurisdiction. This Agreement, Agreement and all claims disputes, controversies or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, other Actions arising out of or relating to this Agreement or the transactions contemplated herebySeparation, including matters of validity, construction, effect, performance and remedies, shall be brought solely governed by, and exclusively construed in accordance with, the Court of Chancery Laws of the State of Delaware; provided Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the Laws that might otherwise govern under any applicable conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and, if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action the Delaware Court of Chancery shall be brought solely and exclusively in unavailable, any Delaware state court or the federal courts of the United States located court sitting in the State of Delaware; provided) over any and all claims, furtherdisputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each Party hereby agrees that it shall not assert, and hereby waives, any claim or right or defense that it is not subject to the jurisdiction of such courts, that if (and only after) both the Court of Chancery of venue is improper or that the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over forum is inconvenient or any such legal Actionsimilar objection, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionclaim or argument. Each of the parties Party agrees that a final judgment (subject to any appeals therefrom) in any such Action legal proceeding resolved in accordance with this Section 11.02 and Section 11.11 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawEACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT PROVIDED HEREUNDER.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware Delaware, without giving effect to its principles or rules of conflict conflicts of laws to the extent such principles or rules that would require or permit result in the application of the Laws Law of another any other state. (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction. Any Action against, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction over any such Actionjurisdiction, such Action shall be brought solely and exclusively in the federal courts Federal court of the United States located of America sitting in the State Delaware, and any appellate court from any thereof; (ii) agrees that any claim in respect of Delaware; provided, further, that if (any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware Delaware, or, if (and only if) such court finds it lacks jurisdiction, the federal courts Federal court of the United States located of America sitting in Delaware, and any appellate court from any thereof; (iii) waives, to the State fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of Delaware determine that they lack subject matter jurisdiction over venue of any such legal Actionaction or proceeding in such courts; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10.9(b) in the manner provided for notices in Section 12(a)10.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementConsent to Service of Process. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and all claims or causes its property, to the nonexclusive jurisdiction of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws Supreme Court of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application New York sitting in New York County and of the Laws United States District Court of another jurisdiction. Any Action againstthe Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyfor recognition or enforcement of any judgment, shall be brought solely and exclusively in the Court of Chancery each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of bring any Action arising out of action or proceeding relating to this Agreement against any Borrower or its properties in the transactions contemplated hereby, and courts of any jurisdiction. (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court referred to in accordance with the provisions paragraph (b) of this Section 12(e)Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. . (d) Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action Actions (whether at Law, in contract or in tort) that may be based upon, arise out of or relate related to this Agreement or the negotiation, execution or performance hereof of this Agreement, shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws of the State of Delaware Maryland without giving effect to its principles any choice or rules of conflict of laws to Law principles (whether of the extent such principles State of Maryland or rules any other jurisdiction) that would require or permit cause the application of the Laws of another jurisdiction. Any Action against, any jurisdiction other than the State of Maryland. (b) All Actions arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely heard and determined exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the Maryland state or federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictioncourt. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Parties hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of such courtsany Maryland state or federal court, in accordance with for the foregoing order of priority, in respect purpose of any Action arising out of or relating to this Agreement brought by any Party, (ii) agrees not to commence any such action or the transactions contemplated herebyproceeding except in such courts, (iii) agrees that any claim in respect of any such action or proceeding may be heard and hereby irrevocably and unconditionally determined in any Maryland state or federal court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of such action or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably proceeding, and (v) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtproceeding. Each of the parties hereby Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the Parties irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)10.2. Nothing in this Agreement will affect the right of any party Party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement, Agreement and all claims disputes, claims, actions, suits or causes of action proceedings (whether at Lawcollectively, in contract or in tort“Actions”) that may be based upon, arise arising out of or relate related to this Agreement or the negotiation, execution or performance hereof transactions contemplated hereby shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws of the State of Delaware without giving effect to its principles or rules of conflict conflicts of laws to the extent such principles or rules that would require or permit result in the application of the Law of any other jurisdiction; provided, however, that the Laws of another Ireland shall apply solely to the extent any provision hereof, or transaction contemplated hereby, is required by the Laws of Ireland to be governed by, and construed in accordance with, the Laws of Ireland (such provisions or transactions, the “Irish Matters”). (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction. Any , the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any Action against, or arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction over any such Actionjurisdiction, such Action shall be brought solely and exclusively in the federal courts Federal court of the United States located of America sitting in the State Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of Delaware; provided, further, that if (any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal courts Federal court of the United States located of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the State fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of Delaware determine that they lack subject matter jurisdiction over venue of any such legal Actionaction or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits Notwithstanding the forgoing, any Irish Matter shall be subject to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of High Court and any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawappellate courts therefrom.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws internal laws of the State of Delaware New York applicable to contracts made and wholly-performed within such state, without giving effect regard to any applicable conflicts of law principles. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its principles or rules of conflict of laws property, to the extent exclusive jurisdiction of United States District Court for the Western District of New York and, if such principles or rules would require or permit court does not have jurisdiction over such dispute, the application Supreme Court of the Laws State of another jurisdiction. Any Action againstNew York located in the County of Erie (including the applicable appellate courts thereof, collectively, the “New York Courts”) in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court applicable New York Court, (ii) agrees that any claim in respect of Chancery of any such action or proceeding may be heard and determined in the State of Delaware; provided that if applicable New York Court, (iii) waives, to the fullest extent it may legally and only after) such court determines effectively do so, any objection that it lacks subject matter jurisdiction over may now or hereafter have to the laying of venue of any such Action, such Action shall be brought solely and exclusively action or proceeding in the federal courts applicable New York Court, and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the United States located maintenance of such action or proceeding in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionapplicable New York Court. Each of the parties Parties agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby Party irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)by applicable Law. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, Agreement (and all claims claims, controversies or causes of action (action, whether at Lawin contract, in contract tort or in tort) otherwise, that may be based upon, arise out of or relate to this Agreement or the negotiation, execution execution, termination, performance or performance hereof nonperformance of this Agreement (including any claim, controversy or cause of action based upon, arising out of or relating to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement)) shall be construedgoverned by, performed and construed and enforced in accordance with with, the Laws laws of the State of Delaware Illinois, without giving effect regard to its principles any choice or rules of conflict of laws to law provision or rule (whether of the extent such principles State of Illinois or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of Illinois. Any Action againstEach of the parties hereto irrevocably agrees that all proceedings arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought, heard and determined exclusively in any federal or state court sitting in Xxxx County, Illinois. Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in Xxxx County, Illinois for the purpose of any proceeding arising out of or relating to this Agreement or the transactions contemplated herebyrights and obligations arising hereunder brought by any party hereto and (b) irrevocably waives, shall be brought solely and exclusively in the Court agrees not to assert by way of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Actionmotion, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provideddefense, furthercounterclaim, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionor otherwise, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and proceeding, any claim that it or its property is not subject personally to the jurisdiction of the above-named courts, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this Agreement, the Distribution or any of the other transactions contemplated by this Agreement may not be enforced in other jurisdictions or by suit on any of the judgment or in any other manner provided by applicable Lawabove-named courts. Each party hereby irrevocably submits to the exclusive jurisdiction agrees that service of process upon such courts, party in any such action or Proceeding shall be effective if notice is given in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Law14.4.

Governing Law; Jurisdiction. This AgreementAgreement shall be governed by and construed solely in accordance with the internal laws of the State of Nevada with respect to contracts executed, delivered and all claims to be fully performed therein, without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to proceeding arising under this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws consummation of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such a federal or state court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; providedNevada. By its execution hereof, further, that if (Company and only after) both Subscriber hereby expressly and irrevocably submits to the Court of Chancery in personam jurisdiction of the State of Delaware federal and the federal state courts of the United States located in the State of Delaware determine Nevada and agree that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) process in any such Action shall be conclusive and action may be enforced in other jurisdictions served upon him or her personally, or by suit on the judgment certified mail or in any other manner provided by applicable Law. Each registered mail upon such party hereby irrevocably submits to the exclusive jurisdiction of or such courtsagent, in accordance return receipt requested, with the foregoing order same full force and effect as if personally served upon such party in Nevada. The parties hereto each waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of priority, in personam jurisdiction with respect thereto. In the event of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtproceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements. Each This exclusive forum provision is an additional risk for investors residing outside of Nevada because it limits the parties hereby irrevocably and unconditionally consents to service feasibility of process filing suit against the Company in the manner provided investor’s state of residence, which would cause increased costs to be incurred by an out-of-state investor, due to the necessity to hire local Nevada counsel to represent the investor in the Nevada courts, and the likelihood that such investor would need to travel to Nevada, possibly for notices an extended stay, in Section 12(a)order to maintain a lawsuit against the Company . Nothing in However, there is uncertainty as to whether a court would enforce this Agreement will affect exclusive forum provision against residents of states other than Nevada. This exclusive forum provision does not include claims by an investor for alleged federal securities law violations arising under the right of any party to serve process in any other manner permitted by applicable LawSecurities Act or Exchange Act.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdictionRhode Island. Any Action againstsuit, arising out of action or relating proceeding against the Employee with respect to this Agreement Agreement, or the transactions contemplated herebyany judgment entered by any court in respect of any thereof, shall may be brought solely and exclusively in the Court any court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter competent jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware Rhode Island and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party Employee hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with courts for the foregoing order of priority, in respect purpose of any Action arising out of such suit, action, proceeding or relating to this Agreement or the transactions contemplated hereby, and judgment. The Employee hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection objections which it he may now or hereafter have to the laying of the venue of any Action suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Rhode Island and hereby further irrevocably waives any claim that any such suit, action or the transactions contemplated hereby proceeding brought in any such court has been brought in accordance with the provisions of this Section 12(e)any inconvenient forum. Each of the parties hereby irrevocably waivesNo suit, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding against the Company with respect to this Agreement may be brought in any such court. Each , domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the parties State of Rhode Island, and the Employee hereby irrevocably and unconditionally consents waives any right which he may otherwise have had to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process bring such an action in any other manner permitted court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Employee irrevocably waives his right to trial by applicable Lawjury with regard to any suit, action, or proceeding with respect to this Agreement; provided, however, that if such waiver of the right to jury trial shall be held unenforceable, the invalidity or unenforceability of this provision shall not impair the validity or enforceability of any other provision of this Agreement.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other jurisdiction, except (i) to the extent that the law of the Republic of the Xxxxxxxx Islands is mandatorily applicable to the Merger and (ii) all claims or causes matters relating to the fiduciary duties of action (whether at Law, in contract or in tort) that may be based upon, arise out the General Partner Board of or relate to this Agreement or the negotiation, execution or performance hereof Directors shall be construedsubject to the laws of the Republic of the Xxxxxxxx Islands. (b) Each of the Parties hereby irrevocably and unconditionally submits, performed for itself and enforced in accordance with its property, to the Laws exclusive jurisdiction of the Court of Chancery of the State of Delaware without giving effect to its principles or rules of conflict of laws to or, if (and only if) such court finds it lacks subject matter jurisdiction, the extent such principles or rules would require or permit the application Superior Court of the Laws State of another jurisdiction. Any Action againstDelaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over any such Action, such Action shall be brought solely and the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located of America, the federal court of the United States of America sitting in the State District of Delaware; provided, furtheras applicable, and any appellate court from any thereof, (ii) agrees that if (any claim in respect of any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware and (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located of America, the federal court of the United States of America sitting in the State District of Delaware determine Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that they lack subject matter it may now or hereafter have to the jurisdiction over or laying of venue of any such legal Actionaction or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.11(b) in the manner provided for notices in Section 12(a)9.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This AgreementAny dispute, and all claims or causes of action (whether at Lawdisagreement, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles interpretation or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, claim arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyits enforcement, shall be brought solely and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. Sellers and only after) such court determines that it lacks subject matter Purchaser hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive jurisdiction over any such Action, such Action shall be brought solely of the Supreme Court of the State of New York sitting in New York County and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the District Court of Chancery the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. (a) This Agreement, and any and all claims claims, proceedings or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate relating to this Agreement or arising from this Agreement or the negotiationtransactions contemplated herein, execution or performance hereof including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, performed governed and enforced under and solely in accordance with the substantive and procedural Laws of the State of Delaware without giving Delaware, in each case as in effect from time to its principles or rules time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of conflict of laws Delaware. (b) Subject to the extent such principles or rules would require or permit the application provisions of Section 9.04, each of the Laws Parties irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of another jurisdictionthe United States with jurisdiction in Miami-Dade County, Florida (the “Selected Courts”). Any By execution and delivery of this Agreement, each Party hereby (a) submits to the exclusive jurisdiction of any Selected Court for the purpose of any Action against, arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the Selected Courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby, shall hereby may not be brought solely and exclusively enforced in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over or by any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionSelected Court. Each of the parties Party agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLxx. Each party hereby Party irrevocably submits consents to the exclusive jurisdiction service of such courts, the summons and complaint and any other process in accordance with the foregoing order of priority, in respect of any other Action arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement, and hereby irrevocably and unconditionally waiveson behalf of itself, or its property, by personal delivery of copies of such process to such Party at the fullest extent it may legally and effectively do soapplicable address set forth in Section 9.01, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby provided that nothing in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will 9.02(b) shall affect the right of any party Party to serve legal process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware New York, without giving effect to its principles any choice or rules of conflict of laws to law provision or rule (whether of the extent such principles State of New York or rules any other jurisdiction) that would require or permit cause the application of the Laws laws of another jurisdictionany jurisdiction other than the State of New York. Any Action againstIn addition, arising out each of the parties hereto irrevocably agrees that any legal action or relating proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the transactions contemplated herebyrights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought solely and determined exclusively in the Supreme Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such ActionNew York, such Action shall be brought solely and exclusively in the federal courts of New York County, or the United States located in District Court for the State Southern District of Delaware; provided, further, that if New York (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such appropriate appellate courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 5(g), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. Each court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the parties hereby irrevocably and unconditionally consents to service of process subject matter hereof, may not be enforced in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted or by applicable Lawsuch courts.

Governing Law; Jurisdiction. (a) This Agreement and, unless expressly provided therein, each Ancillary Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed by and enforced construed and interpreted in accordance with the Laws internal laws of the State of Delaware without giving effect Maryland applicable to its contracts made and to be performed wholly in such State and irrespective of the choice of law principles or rules of conflict the State of laws Maryland, as to all matters (other than with respect to the extent such principles or rules would require or permit the application corporate action of the Laws Altisource board of another jurisdiction. directors attendant to the declaration and payment of the dividend of the Residential Common Shares, which shall be governed by the law of Luxembourg). (b) Any Action against, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, any Ancillary Agreement shall be brought solely and exclusively in the Court of Chancery courts of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively Maryland or in the federal courts of the United States located in District Court for the State District of Delaware; providedMaryland (if any party to such action or proceeding has or can acquire jurisdiction), further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment hereto or in any other manner provided by applicable Law. Each party hereby thereto irrevocably submits to the exclusive jurisdiction of each such courtscourt in any such action or proceeding, in accordance with the foregoing order waives any objection it may now or hereafter have to venue or to convenience of priorityforum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any Action such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of Ancillary Agreement in any Action arising out of or relating other court. The parties to this Agreement or any Ancillary Agreement agree that any of them may file a copy of this paragraph with any court as written evidence of the transactions contemplated hereby knowing, voluntary and bargained agreement between the parties hereto and thereto irrevocably to waive any objections to venue or to convenience of forum. Process in any such court action or proceeding referred to in accordance with the provisions first sentence of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of 15.11 may be served on any party to serve process this Agreement or any Ancillary Agreement anywhere in any other manner permitted by applicable Lawthe world.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or claims, causes of action (whether at Lawin contract, in contract tort or in tortstatute) or other matter that may be based upondirectly or indirectly result from, arise out of or relate to this Agreement or the negotiationof, execution or performance hereof shall be construed, performed and enforced in accordance connection with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of or relating to this Agreement or the transactions contemplated herebyother agreements delivered in connection herewith, or the execution or performance of this Agreement or such other agreements, or the Merger or the other Transactions (the “Relevant Matters”) shall be brought solely governed by, and exclusively construed in accordance with, the Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state. (b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Relevant Matter or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware; provided that , or, if (and only afterif) such court determines that finds it lacks subject matter jurisdiction over any such Actionjurisdiction, such Action shall be brought solely and exclusively in the federal courts Federal court of the United States located of America sitting in the State Delaware, and any appellate court from any thereof; (ii) agrees that any claim in respect of Delaware; provided, further, that if (any such action or proceeding may be heard and only after) both determined in the Court of Chancery of the State of Delaware Delaware, or, if (and only if) such court finds it lacks jurisdiction, the federal courts Federal court of the United States located of America sitting in Delaware, and any appellate court from any thereof; (iii) waives, to the State fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of Delaware determine that they lack subject matter jurisdiction over venue of any such legal Actionaction or proceeding in such courts; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action shall be brought action or proceeding in any state court in the State of Delaware having subject matter jurisdictionsuch courts. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating Party to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10.9(b) in the manner provided for notices in Section 12(a)10.4. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This AgreementAgreement shall be governed by, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware without giving effect to its Delaware, regardless of the laws that might otherwise govern under applicable principles or rules of conflict conflicts of laws thereof. (b) Each of the Parties hereto irrevocably and unconditionally agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery (or, if (and only if) the Court of Chancery does not accept jurisdiction over a particular matter, any court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the extent such principles or rules would require or permit the application exclusive personal jurisdiction of the Laws of another jurisdiction. Any Action against, arising out of or aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought by this Agreement in any state court in other than the State of Delaware having subject matter jurisdictionaforesaid courts. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the defense of suit, action or Proceeding in such court is brought in an inconvenient forum to forum, (B) the maintenance venue of such suit, action or proceeding Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in any or by such courtcourts. Each of the parties Parties hereby irrevocably and unconditionally consents agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10 shall be effective service of process for any suit or proceeding in the manner provided for notices in Section 12(a). Nothing in connection with this Agreement will affect or the right of any party to serve process in any other manner permitted by applicable Lawtransactions contemplated hereby.

Governing Law; Jurisdiction. (a) This AgreementAgreement and its negotiation, execution, performance or non-performance, interpretation, termination, construction and all claims or causes of action (whether at Lawin contract, in contract tort, at law or in tortotherwise) that may be based upon, arise out of of, or relate to this Agreement, or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Agreement or the negotiationas an inducement to enter this Agreement), execution or performance hereof shall be construedexclusively governed by, performed and enforced construed in accordance with with, the Laws laws of the State of Delaware without giving effect to its principles or rules New York regardless of Laws that might otherwise govern under any applicable conflict of laws principles. (b) Any Proceeding based upon, arising out of, or related to this Agreement and its negotiation, execution, performance, non-performance, interpretation, termination, construction or the transactions contemplated hereby shall be heard and determined in the courts of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York. The Parties hereto hereby irrevocably submit to the extent exclusive jurisdiction and venue of such principles courts in any such Proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum, or rules would require or permit lack of jurisdiction to the application maintenance of any such Proceeding. The consents to jurisdiction and venue set forth herein shall not constitute general consents to service of process in the Laws State of another jurisdictionNew York and shall have no effect for any purpose except as provided in this Section 11.10 and shall not be deemed to confer rights on any Person other than the Parties hereto. Any Action against, Each Party hereto agrees that the service of process upon such Party in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively effective if notice is given by overnight courier at the address set forth in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionSection 11.1. Each of the parties Parties also agrees that any final, non-appealable judgment against a final judgment (subject to Party in connection with any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby be enforced in any such court in accordance with the provisions of this Section 12(e). Each competent jurisdiction, either within or outside of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance United States. A certified or exemplified copy of such action or proceeding in any such court. Each judgment shall be conclusive evidence of the parties hereby irrevocably fact and unconditionally consents to service amount of process in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable Lawsuch judgment.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Lawin contract, in contract tort or in tortotherwise) that may be based upon, arise out of or relate relating to this Agreement or the negotiation, execution or performance hereof of this Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws of the State of Delaware New York, without giving effect respect to its applicable principles or rules of conflict conflicts of laws to the extent such principles or rules would that might require or permit the application of the Laws laws of another jurisdiction, except for that matters arising out of or relating to the cancellation or contribution (as applicable) of the Rollover Shares contemplated by this Agreement shall be interpreted, constructed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the Parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands. Any Action againstEach of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of the state courts of the State of New York sitting in the Borough of Manhattan (“New York Courts”) in any action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, all claims in respect of any Action arising out of or relating to this Agreement or such action shall be heard and determined in the transactions contemplated herebyNew York Courts, and hereby irrevocably and unconditionally (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions negotiation, execution or performance of this Section 12(e). Each Agreement in the New York Courts, including any objection based on its place of the parties hereby irrevocably incorporation or domicile, (iii) waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt and (iv) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereby irrevocably Parties consents and unconditionally consents to agrees that service of process process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed in accordance with Section 5.19 at the manner provided for notices in Section 12(a). Nothing in this Agreement will affect applicable address set forth on the right of any party to serve process signature pages hereto or in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement and any claim, dispute, remedy or Proceeding arising from or relating to this Agreement, the transactions contemplated hereby, any relief or remedies sought by any parties hereto, and all claims or causes the rights and obligations of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof parties hereunder shall be construed, performed governed by and construed and enforced in accordance with the Laws substantive laws of the State of Delaware, without regard to the conflicts of law provisions thereof that would cause the laws of any other jurisdiction to apply. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application Federal Courts of the Laws United States of another jurisdiction. Any Action againstAmerica, in each case, located in the State of Delaware for any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that against it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally consents waives any objection to service the laying of process venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect courts of the right State of any party Delaware, and hereby further irrevocably and unconditionally waives and agrees not to serve process plead or claim in any other manner permitted by applicable Lawsuch court that any such Proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Lawany Legal Proceeding arising out of, in contract relating to, or in tort) that may be based uponconnection with this Agreement, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws Law of the State of Delaware without giving effect to its Delaware, regardless of the Law that might otherwise govern under applicable principles or rules of conflict conflicts of laws to the extent such principles or rules would require or permit the application thereof. In any Legal Proceeding between any of the Laws of another jurisdiction. Any Action against, parties arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery any of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts Transactions each of the United States located in parties (i) irrevocably and unconditionally consents and submits to the State exclusive jurisdiction and venue of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware or, if (and only if) the federal courts Court of Chancery of the United States located State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the 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 determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated herebyDelaware, and hereby any appellate courts therefrom, (ii) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which that it may now or hereafter have to the laying of venue of any Action arising out of 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 shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby Transactions in any such court in accordance with other than the provisions of this Section 12(e). Each of the parties hereby aforesaid courts, and (iv) irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally 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 the manner provided for notices accordance with Section 6.13, in Section 12(a). Nothing in this Agreement will affect the right of addition to any party other method to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws laws of the State of Delaware Delaware, without giving effect to its principles or rules of conflict of laws regard to the extent such principles or rules would require or permit the application laws that might be applicable under conflicts of law principles. Each of the Laws parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of another jurisdiction. Any Action againstany Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each each of the parties hereby irrevocably and unconditionally (i) agrees that a final judgment (subject not to any appeals therefrom) in commence any such Action shall be conclusive and may be enforced action or proceeding except in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, (ii) agrees that any claim in respect of any Action arising out of such action or relating proceeding may be heard and determined in such Delaware State court or, to this Agreement or the transactions contemplated herebyextent permitted by law, and hereby irrevocably and unconditionally in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of such action or relating to this Agreement or the transactions contemplated hereby proceeding in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereby hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Lawlaw.

Governing Law; Jurisdiction. (a) This Agreement, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed governed and enforced construed in accordance with the Laws laws of the State of Delaware without giving effect to its principles or rules of conflict of laws (except to the extent such principles or rules would require or permit the application that mandatory provisions of federal law are applicable). Each of the Laws Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction in the Court of another Chancery of the State of Delaware or any court of the 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 waives, and 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 aforesaid courts for any reason other than the failure to serve process in accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such 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. Any Action againstEach of the Parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if . (and only afterb) such court determines that it lacks subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the federal courts of the Hxxxxx United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits designates The Corporation Trust Company, Corporate Trust Center, 1000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (in such capacity, the “Hxxxxx United Process Agent”) its designee, appointee and agent to the exclusive receive, for and on its behalf, service of process in such jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of for any Action Litigation arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, such service shall be deemed complete upon delivery thereof to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to Hxxxxx United Process Agent; provided that in the laying of venue case of any Action arising out of or relating to this Agreement or such service upon the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable LawHxxxxx United Process Agent, the defense of an inconvenient forum party effecting such service shall also deliver a copy thereof to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process Hxxxxx United in the manner provided for notices in Section 12(a)10.3. Nothing Each Party irrevocably consents to the service of process out of any of the aforementioned courts in any such Litigation by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set forth in this Agreement will affect Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. (c) Each Party expressly acknowledges that the right foregoing waiver is intended to be irrevocable under the laws of any party the State of Delaware and of the United States of America, provided that consent by TD to serve process jurisdiction and service contained in any this Section 10.7 is solely for the purpose referred to in this Section 10.7 and shall not be deemed to be a general submission to said courts or in the State of Delaware other manner permitted by applicable Lawthan for such purpose.

Governing Law; Jurisdiction. This AgreementAny dispute, and all claims or causes of action (whether at Lawdisagreement, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles interpretation or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, claim arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyits enforcement, shall be brought solely and exclusively in governed by the Court of Chancery laws of the State of Delaware; provided that if (New York. Buyer and only after) such court determines that it lacks subject matter Seller hereby irrevocably and unconditionally submit for themselves and their property, to the nonexclusive jurisdiction over any such Action, such Action shall be brought solely of Federal and exclusively in the federal State courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware New York and the federal courts any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the United States located parties hereto hereby irrevocably and unconditionally agree that all claims in the State respect of Delaware determine that they lack subject matter jurisdiction over any such legal Actionaction or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such Action shall be brought in any state court in the State of Delaware having subject matter jurisdictionFederal court. Each of the parties agrees hereto agree that a final judgment (subject to any appeals therefrom) in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each party hereby irrevocably submits to of the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 12(e)referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby party to this Agreement irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable Lawlaw, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses including but not limited to court costs incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Jurisdiction. This Agreement, Letter Agreement and all claims actions, proceedings or causes of action counterclaims (whether at Lawbased on contract, in contract tort or in tortotherwise) that may be based upon, arise arising out of or relate relating to this Letter Agreement or the negotiation, execution or performance hereof shall be construedof this Letter Agreement (including, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles limitation, any actions, proceedings or rules of conflict of laws to the extent such principles counterclaims (whether based on contract, tort or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, otherwise) arising out of or relating to any representation or warranty made in or in connection with this Letter Agreement) shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto agree that all Legal Proceedings (whether in contract or tort) seeking to enforce any provision of, or based on any matter arising out of or relating to, this Letter Agreement or the transactions contemplated hereby, hereby shall be brought solely and exclusively in the Delaware Court of Chancery of the State of Delaware; provided that or, if (and only after) such court determines that it lacks shall not have jurisdiction, any federal court sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such action, and that any such Action, such Action action arising out of this Letter Agreement shall be brought solely and exclusively in the federal courts deemed to have arisen from a transaction of the United States located business in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such Action shall be brought in any state court in the State of Delaware having subject matter jurisdiction. Each each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits consents to the exclusive jurisdiction of such courts, in accordance with courts (and of the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby appropriate appellate courts therefrom) in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby action and irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum any objection that it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding in any such courtcourt or that any such action brought in any such court has been brought in an inconvenient forum. Each of the parties hereby irrevocably and unconditionally consents to service of process Process in any such action may be served on any party anywhere in the manner provided for notices in Section 12(a). Nothing in this Agreement will affect world, whether within or without the right jurisdiction of any party to serve process in any other manner permitted by applicable Lawsuch court.

Governing Law; Jurisdiction. This AgreementAgreement and the transactions contemplated hereby, and all claims or causes of action (whether at Law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or disputes between the negotiation, execution or performance hereof shall be construed, performed and enforced in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any Action against, arising out of parties hereto under or relating to this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought solely governed by, and exclusively construed and enforced in accordance with, the Court of Chancery internal Laws of the State of Delaware; provided , without regard to any conflicts of law rules thereof that if would result in the application of the Law of any other State. The Delaware Court of Chancery sitting in Wilmington, Delaware (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, such Action if the Delaware Court of Chancery shall be brought solely unavailable, any Delaware state court and exclusively in the federal courts Federal court of the United States located of America sitting in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter will have exclusive jurisdiction over any such legal Actionand all disputes among the parties hereto, such Action shall be brought whether at law or in any state court equity, based upon, arising out of or relating to this Agreement and the transactions contemplated hereby or the facts and circumstances leading to its execution and delivery, whether in the State of Delaware having subject matter jurisdictioncontract, tort or otherwise. Each of the parties hereto irrevocably consents to and agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits submit to the exclusive jurisdiction of such courts, agrees that process may be served upon them in accordance with any manner authorized by the foregoing order Laws of priority, in respect the State of any Action arising out of or relating to this Agreement or the transactions contemplated herebyDelaware, and hereby irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby assert in any such court in accordance with the provisions of this Section 12(e). Each of the parties hereby irrevocably waivesdispute, to the fullest extent permitted by applicable Law, any claim that (a) such party is not personally subject to the defense jurisdiction of such courts, (b) such party and such party’s property is immune from any legal process issued by such courts or (c) any litigation commenced in such courts is brought in an inconvenient forum to the maintenance of such action or proceeding in any such courtforum. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12(a)EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 14.14 IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 14.01. HOWEVER, THE FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY ANY OTHER LEGALLY AVAILABLE METHOD. Nothing in this Agreement will affect Section 14.14 shall limit the right of any party to serve process jurisdictions in any other manner permitted by applicable Lawwhich a judgment may be enforced.