Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any 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 will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference 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 thereof. Each principles. (b) All legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matterany Action, any state or federal court within the State of Delaware). Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 5.6 shall not constitute general consents to service of process in the aforesaid courts 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 hereto. Each party hereto agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 5.9 of this Agreement. The parties hereto agree that a final judgment in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, such Action shall be conclusive and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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 other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable law; provided, however, that nothing 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.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference 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 thereof. Each Laws principles. (b) All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and between 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, parties shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterany Action, any state or federal court within the State of Delaware). Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 6.1 shall not constitute general consents to service of process in the aforesaid courts State of Delaware and agrees that it will shall have no effect for any purpose except as provided in this paragraph and shall not bring be deemed to confer rights on any action relating to this Agreement in any court person other than the aforesaid courtsparties hereto. Each party hereto agrees that service of the parties hereto hereby irrevocably waives, and agrees not to assert process upon such party in any action such Action shall be effective if notice is given by overnight courier at the address set forth in Section 6.6 of this Agreement 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, (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 other manner as may be permitted by applicable legal requirements, Law. The parties hereto agree that a final judgment in any claim that (i) the 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, Action shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided, however, that nothing 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.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference to Nevada, regardless of the conflict laws that might otherwise govern under applicable principles of conflicts of laws principles thereof. . (b) Each of the parties Parties hereto irrevocably and unconditionally agrees that any legal action or proceeding 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 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 (and only if) the Delaware Court of Chancery declines to does not accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties Parties hereto hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive 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 Parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding Proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware without reference regard to the conflict choice of laws law principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction 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 Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular mattershall be unavailable, then any federal court within of the United States of America sitting in the State of Delaware)) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. 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, consents to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from in 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or (iii) this Agreementproceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. If any party hereto shall commence an action or proceeding to enforce any provisions of the subject matter hereofTransaction Documents, may not then, the prevailing party in such action or proceeding shall be enforced in reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or by such courtsproceeding.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement 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 will not bring any action relating to this Agreement or the transactions contemplated hereby 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, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason 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 legal requirementslaw, any claim that (i) the 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, Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.6 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement 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 will not bring any action relating to this Agreement or the transactions contemplated hereby 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, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason 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 legal requirementslaw, any claim that (i) the 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, Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.3 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict Laws that might be applicable under conflicts of laws principles thereof. Each principles. (b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between any of the parties Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Delaware, and each of the Parties hereto irrevocably agrees that submits to the jurisdiction of such courts solely in respect of any legal action proceeding arising out of or proceeding related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to this Agreement and the rights and obligations any disputes arising hereunder, or for recognition and enforcement of any judgment in respect out of this Agreement and or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit 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 federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard Parties to obtain execution of judgment in any such action or proceeding for itself and in respect of its property, generally and unconditionallyother jurisdiction. The Parties further agree, to the personal jurisdiction of the aforesaid courts extent permitted by Law, that a final and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert unappealable judgment against a Party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other 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 Law being that of a different jurisdiction, the Parties agree that all judicial determinations or findings by a state or federal court in Wilmington, Delaware with respect to any matter under this Agreement, Agreement shall be binding. (ac) To the extent that any claim that it is not personally subject to the jurisdiction of the above-named courts for Party hereto has or hereafter may acquire any reason, (b) any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) and (c) with respect to the fullest extent permitted by applicable legal requirementsitself or its property, any claim that each such party hereby irrevocably (i) the suit, action or proceeding waives such immunity in such court is brought in an inconvenient forum, respect of its obligations with respect to this Agreement and (ii) submits to the venue personal jurisdiction of such suit, action or proceeding is improper or any court described in Section 11.11(b). (iiid) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsTHE 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 shall will be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference regard to the conflict of laws law principles thereof. Each of the parties hereto Parties irrevocably agrees that any legal action Proceeding arising out of or proceeding with respect 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 any other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate federal court therefrom within the State of Delaware (or, if such court does not have subject matter jurisdiction, state court) sitting in the Delaware Court City and County of Chancery declines to accept jurisdiction over a particular matterNew York, any federal court within the State of Delaware). Each and each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such Proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each of the parties hereto Parties agrees not to commence any Action relating thereto except in the courts described above in the City and County of New York, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts described herein for any reason, (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 or (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The Parties acknowledge and agree that the transactions contemplated by this Agreement are not transactions pursuant to which Buyer shall have any obligations under the Transfer of Undertakings (Protection of Employment) Regulations 2006.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced 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 reference or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each Party (a) irrevocably consents to the conflict of laws principles thereof. Each service of the parties hereto irrevocably agrees that summons and complaint and any legal 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 respect to this Agreement Section 2(e) or in such other manner as may be permitted by applicable Law, that such process may be served in the manner of giving notices in Section 2(h) and that nothing in this Section 2(e) shall affect the rights and obligations arising hereunder, or for recognition and enforcement right of any judgment Party to serve legal process in respect 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 exclusive general jurisdiction of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware (the “Chancery Court”) and any state appellate court therefrom located within the State of Delaware (or, only if the Delaware Chancery Court of Chancery 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 court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chancery Court and any state appellate court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each , (e) waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself in any such court or that such action or proceeding was brought in an inconvenient court and in respect of its propertyagrees not to plead or claim the same, generally and unconditionally, to the personal jurisdiction of the aforesaid courts 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 hereto hereby irrevocably waives, and Party agrees not to assert that a final Order 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, (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) as provided above shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 other jurisdictions by suit on the Order or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement 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 will not bring any action relating to this Agreement or the transactions contemplated hereby 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, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 7.3 and this Section 7.7, (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 legal requirementslaw, any claim that (i) the 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, Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.3 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be governed by by, interpreted and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereofof any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement 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 (and any state appellate only if) such court therefrom within finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (or, Complex Commercial Division) provided that if the subject matter over the matter is the subject of the action or proceeding is vested exclusively in the United States federal courts, such action or proceeding shall be heard in the United States District Court for the District of Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within (the State of Delaware“Chosen Courts”). 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 Chosen Courts and agrees that it will shall not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsChosen 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 reasonChosen 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 legal requirementsLaw, any claim that (i) the suit, action or proceeding Action in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 8.4 in the manner provided for notices in Section 8.7. Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and governed, construed and enforced in accordance with the laws Laws of the State of Delaware without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably hereby agrees that any legal claim, suit, action or proceeding with respect other proceeding, directly or indirectly, arising out of, under 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 the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (orand each agrees that no such claim, if action, suit or other proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such court), and the Delaware Court parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of Chancery declines any such court in any such claim, suit, action or other proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum to accept jurisdiction over a particular matterthe maintenance of any such claim, any federal court within the State of Delaware)suit, action or other proceeding. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its propertyfurther agrees that, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (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 legal requirementsLaw, service of any claim process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 8.4 shall be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that (i) the a final, non-appealable judgment in any such claim, suit, action or other 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, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relating to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction. Each 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 Delaware without reference to the conflict in any action arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and Agreement, including the rights and obligations arising hereundernegotiation, execution or for recognition and enforcement of any judgment in respect performance of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, agrees that all claims in respect of any such action shall be brought heard and determined exclusively in the Delaware Court of Chancery Chancery, and if such court does not have subject matter jurisdiction thereof, any state appellate other court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, or any federal court within sitting in 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(ii) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the aforesaid courts and agrees that it will not bring venue of any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in any court other than the aforesaid courts. Each such court, including any objection based on its place of the parties hereto hereby irrevocably incorporation or domicile, (iii) waives, and agrees not to assert 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, (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 legal requirementslaw, the defense of an inconvenient forum to the maintenance of such action in any claim that (i) the suit, action or proceeding in such court is brought and (iv) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each of the Parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail or electronic mail addressed as set forth on the signature pages hereto or in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware Delaware, without reference giving effect to the conflict principles of laws principles thereof. conflicts of Law thereof that would require the application of the Laws of any other jurisdiction. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 any other party hereto or its successors or assigns, 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 unless the Delaware Court of Chancery declines shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware). Each , and each of the parties hereto 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 action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than or the aforesaid courtstransactions contemplated hereby. Each of the parties hereto agrees not to commence any action or proceeding relating thereto except in the courts in the State of Delaware, as described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process, and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (ai) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware, as described above-named courts , for any reason, (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER, (III) IT MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(C).

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunderof the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York and the laws of the United States applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Borrower hereby irrevocably and unconditionally (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction 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 courts 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 federal court within the State of Delaware). Each New York or of the parties hereto hereby irrevocably submits with regard to United States for the Southern District of New York, and any appellate court from any thereof, in each case which are located in the Borough of Manhattan in the county of New York; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect of its property, generally and unconditionally, waives any objection that it may now or hereafter have to the personal jurisdiction venue of the aforesaid courts and agrees that it will not bring any such action relating to this Agreement or proceeding in any such court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected in accordance with respect to this Agreementthe local rules of civil procedure or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), (a) any claim that it is not personally subject postage prepaid, to the jurisdiction Borrower at its address set forth in Section 12.2 of the above-named courts for any reason, Restated Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (bd) any claim agrees 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 nothing herein shall affect the right to effect service of notice, attachment prior to judgment, attachment process in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent any other manner permitted by applicable legal requirements, law or shall limit the right to sxx in any claim that (i) the 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 courtsother jurisdiction.

Governing Law; Jurisdiction. (a) This Agreement and any claim, cause of action or Action (whether in contract, tort or otherwise) that may directly or indirectly be based upon, relate to or arise out of this Agreement or the Transactions, or the negotiation, execution or performance of this Agreement, shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware without reference to or any other jurisdiction) that would cause the conflict application of laws principles thereof. the Laws of any jurisdiction other than the State of Delaware. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect (i) expressly submits to this Agreement the personal jurisdiction and venue of the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and of the State of Delaware or, if such court would not have subject matter jurisdiction over any state appellate court therefrom within such claim, cause of action or Action, the federal courts of the United States located in the State of Delaware (orthe “Designated Courts”), if in the Delaware Court event any claim, cause of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of action or Action involving the parties hereto hereby irrevocably submits (whether in contract, tort or otherwise) based upon, relating to or arising out of this Agreement or the Transactions, (ii) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that the Designated Courts are an inconvenient forum with regard respect to any such claim, cause of action or proceeding for itself Action and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iii) agrees that it will shall not bring any claim, cause of action or Action against any other parties hereto based upon, relating to or arising out of this Agreement or the Transactions in any court other than the aforesaid courtsDesignated Courts. Each of the parties party hereto hereby irrevocably waives, and agrees not consents to assert in any action or proceeding the service of process 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, (b) any claim that it or its property is exempt or immune from jurisdiction of Designated Courts in any such court or from any legal process commenced in such courts (whether through service claim, cause 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) Action by the venue mailing of such suit, action copies thereof by registered or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in certified mail or by such courtsovernight courier service, postage prepaid, to its address set forth in Section 8.10.

Governing Law; Jurisdiction. (i) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereof. of any jurisdiction other than the State of Delaware. (ii) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). 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-above named courts for any reasonreason other than the failure to serve in accordance with this Section 10(l), (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 the applicable legal requirementsLaw, any claim that (i) the 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.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws Laws (as defined in the Merger Agreement) of the State of Delaware, without regard to any applicable conflicts of law principles. (b) Each party to this Agreement, by their execution hereof, hereby irrevocably (i) submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware without reference to or, if but only if the conflict Court of laws principles thereof. Each Chancery declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, for the purpose of any Action between any of the parties hereto irrevocably agrees that any legal action arising in whole or proceeding in part under or in connection with respect to this Agreement Agreement, the negotiation, terms, and performance hereof, the rights and obligations arising of the parties hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any 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 propertytransactions contemplated hereby, generally and unconditionally, (ii) waives to the personal jurisdiction of the aforesaid courts and agrees that it will extent not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesprohibited by Applicable Laws, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is they are not subject personally subject to the jurisdiction of the above-named courts, that venue in such courts for any reasonis improper, (b) any claim that it or its their property is exempt or immune from jurisdiction of attachment or execution, that any such court Action brought in the above-named courts should be dismissed on grounds of forum non conveniens or from any legal process commenced in such courts improper venue, that (whether through service of notice, attachment prior subject to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that clause (i) above) such Action should be transferred or removed to any court other than the suitabove-named courts, action that such Action should be stayed by reason of the pendency of some other Action in any other court other than the above-named courts or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts, and (iii) agrees not to commence or prosecute any such Action other than before the above-named courts. Notwithstanding the foregoing, a party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by the above-named courts.

Governing Law; Jurisdiction. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereofthereof that would result in the application of the law of another jurisdiction. Each of the parties Party 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 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 federal court within the State of Delaware). Each of the parties Party 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 in any court other than the aforesaid courts. Each of the parties Party hereto hereby irrevocably waives, and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware Delaware, without reference giving effect to the conflict principles of laws principles thereof. conflicts of Law thereof that would require the application of the Laws of any other jurisdiction. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 any other party hereto or its successors or assigns, 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 unless the Delaware Court of Chancery declines shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware). Each , and each of the parties hereto 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 action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than or the aforesaid courtstransactions contemplated hereby. Each of the parties hereto agrees not to commence any action or proceeding relating thereto except in the courts in the State of Delaware, as described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process, and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (ai) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware, as described above-named courts , for any reason, (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER, (III) IT MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7(C).

Governing Law; Jurisdiction. (a) This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any 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) shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereof. of any jurisdiction other than the State of Delaware. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding Action with respect to this Agreement, arising under or in connection with this Agreement and or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (Chancery, or, if the Delaware Court of Chancery declines to accept does not have jurisdiction over a particular mattersuch Action, any federal or state court within located in the State of Delaware). Each Consistent with the preceding sentence, each of the parties hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid above-named courts and agrees that it will not bring for the purpose of any action Action arising out of or relating to this Agreement brought by any party hereto, (ii) agrees that service of process will be validly effected by sending notice in any court other than the aforesaid courts. Each of the parties hereto hereby accordance with Section 14, and (iii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suitthe Action is improper, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such any of the above-named courts.

Governing Law; Jurisdiction. (i) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereof. of any jurisdiction other than the State of Delaware. (ii) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). . (iii) Each of the parties hereto hereby irrevocably and unconditionally 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-above named courts for any reasonreason other than the failure to serve in accordance with this Section 9(l), (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 the applicable legal requirementsLaw, any claim that (i) the 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.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees contracts executed in and to be performed in that any legal action or proceeding State (other than with respect to the effects of the Merger which shall be governed by the laws of the Cayman Islands). All legal actions and 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 Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof 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 the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) 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 legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws of the State state of Delaware New York, without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably agrees that any . (b) 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 Transaction Document may be brought and determined exclusively in the Delaware Court of Chancery and any state appellate or federal court therefrom within of competent jurisdiction in the State of Delaware (orNew York, if the Delaware Court County of Chancery declines to accept jurisdiction over a particular matterNew York. By execution and delivery of this Agreement, any federal court within the State of Delaware). Each of the parties each party hereto hereby irrevocably submits with regard consents to any such action or proceeding and accepts, for itself and in respect of its property, generally and unconditionally, to unconditionally the personal non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid such courts. Each of the parties party hereto hereby further irrevocably waiveswaives any objection, and agrees not to assert in including any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject objection to the jurisdiction laying of venue or based on the above-named courts for any reasongrounds of forum non conveniens, (b) any claim that which it may now or its property is exempt or immune from jurisdiction hereafter have to the bringing 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought jurisdiction in an inconvenient forum, respect of any Transaction Document. (iic) Each party hereto hereby irrevocably consents to the venue service of process out of any of the courts referred to in subsection (b) of this Section 7.16 in any such suit, action or proceeding is improper by the mailing of copies thereof by registered or (iii) certified mail, postage prepaid, to it at its address set forth in this Agreement. Each party hereto hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any suit, action or proceeding commenced hereunder or under any other Transaction Document that service of process was in any way invalid or ineffective. Nothing herein shall affect the subject matter hereof, may not be enforced right of a party to serve process on the other party in or any other manner permitted by such courtslaw.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference 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 thereof. Each principles. (b) All legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 shall be heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterany Action, any state or federal court within the State of Delaware). Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 6.6 shall not constitute general consents to service of process in the aforesaid courts 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 hereto. Each party hereto agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 6.8 of this Agreement. The parties hereto agree that a final judgment in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, such Action shall be conclusive and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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 other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable law; provided, however, that nothing 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.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action Delaware. (i) Any claim, action, suit or proceeding with respect seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement and or 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 transactions contemplated hereby may be brought heard 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 or federal court within sitting in the State of Delaware). Each , and each of the parties hereto hereby irrevocably submits with regard consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom in any such action claim, action, suit or proceeding for itself proceeding) 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 in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (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 legal requirementslaw, any claim objection that (i) it may now or hereafter have to the suitlaying of venue of any such claim, action action, suit or proceeding in any such court or that any such claim, action, suit or proceeding that is brought in any such court has been brought in an inconvenient forum, . (ii) the venue of Subject to applicable law, process in any such suitclaim, action action, suit or proceeding is improper may be served on any party anywhere in the world, whether within or (iii) this Agreementwithout the jurisdiction of any such court. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. WITH RESPECT TO ANY SUCH CLAIM, or the subject matter hereofACTION, may not be enforced in or by such courtsSUIT OR PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement shall be heard and the rights and obligations determined exclusively All Actions arising hereunder, out of or for recognition and enforcement of any judgment in respect of relating to 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 the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action Action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement 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 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 Action relating to this Agreement or the transactions contemplated hereby 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 Action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 6.3 and this Section 6.6, (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 legal requirementslaw, any claim that (i) the suit, action Action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action Action or proceeding is improper or (iii) this Agreement, Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.3 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws of the State state of Delaware New York, without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably agrees that any . (b) 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 Transaction Document may be brought and determined exclusively in the Delaware Court of Chancery and any state appellate or federal court therefrom within of competent jurisdiction in the State of Delaware (orNevada, if the Delaware Court Washoe County and city of Chancery declines to accept jurisdiction over a particular matterReno. By execution and delivery of this Agreement, any federal court within the State of Delaware). Each of the parties each party hereto hereby irrevocably submits with regard consents to any such action or proceeding and accepts, for itself and in respect of its property, generally and unconditionally, to unconditionally the personal non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid such courts. Each of the parties party hereto hereby further irrevocably waiveswaives any objection, and agrees not to assert in including any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject objection to the jurisdiction laying of venue or based on the above-named courts for any reasongrounds of forum non conveniens, (b) any claim that which it may now or its property is exempt or immune from jurisdiction hereafter have to the bringing 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought jurisdiction in an inconvenient forum, respect of any Transaction Document. (iic) Each party hereto hereby irrevocably consents to the venue service of process out of any of the courts referred to in subsection (b) of this Section 7.16 in any such suit, action or proceeding is improper by the mailing of copies thereof by registered or (iii) certified mail, postage prepaid, to it at its address set forth in this Agreement. Each party hereto hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any suit, action or proceeding commenced hereunder or under any other Transaction Document that service of process was in any way invalid or ineffective. Nothing herein shall affect the subject matter hereof, may not be enforced right of a party to serve process on the other party in or any other manner permitted by such courtslaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (orDelaware, if or to the Delaware extent such Court of Chancery declines to accept jurisdiction over a particular matterdoes not have subject matter jurisdiction, any federal court within the State of DelawareDelaware (and any courts having jurisdiction over appeals therefrom) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of law rule or principle that would result in the application of any laws other than the laws of the State of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware without reference or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S. District Court for the District of Delaware. The parties hereto hereby (a) irrevocably submit to the conflict exclusive jurisdiction of laws principles thereofthe aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree 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 of the parties hereto irrevocably further agrees that any legal action or proceeding with respect to this Agreement notice as provided herein shall constitute sufficient service of process and the rights and obligations arising hereunder, or for recognition and enforcement of parties further waive 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 federal court within the State of Delaware)argument that such service is insufficient. 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 in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (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 legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All legal actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof 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 the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) 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 legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Assumption and Joinder Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Assumption and Joinder Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Assumption and Joinder 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 will not bring any action relating to this Assumption and Joinder Agreement or the matters contemplated hereby 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, Assumption and Joinder Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 4 and this Section 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 legal requirementslaw, any claim that (i) the 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, Assumption and Joinder Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4 of this Assumption and Joinder Agreement or Section 6.3 of the Indemnification Agreement shall be deemed effective service of process on such party. 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 ASSUMPTION AND JOINDER AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference to the conflict Delaware. All legal actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof 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 the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the transactions contemplated hereby, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) 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 legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York. Buyers and Seller hereby irrevocably and unconditionally submit for themselves and their property, to the conflict nonexclusive jurisdiction of laws principles Federal and State courts of the State of York and 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 parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree 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 hereto irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any legal objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, out of 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 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 will not bring any action relating to this Agreement in any court other than the aforesaid courtsreferred to above. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding with respect in any such court. Each party to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to service of process in the jurisdiction of manner provided for notices below. Nothing in this Agreement will affect the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction right of any such court or from party to this Agreement to serve process in any legal process commenced in such courts (whether through service of noticeother manner permitted by law. Each party hereto hereby waives, 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 legal requirementslaw, any claim that (i) the suit, action right it may have to a trial by jury in any legal proceeding directly or proceeding in such court is brought in an inconvenient forum, (ii) the venue indirectly arising out of such suit, action or proceeding is improper or (iii) relating to this Agreement, agreement or the subject matter hereoftransactions contemplated hereby (whether based on contract, may not be enforced 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 or by such courtsthe 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 6.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to any applicable conflicts of law thereof (except that matters relating to the conflict of laws principles thereof. Each fiduciary duties of the parties hereto irrevocably Board of Directors of the Company shall be subject to the laws of the State of Maryland). (b) Each party agrees that it will bring any legal action or proceeding with in respect of any claim arising out of or related to this Agreement and or 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 transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterdetermines that it lacks subject matter jurisdiction, any federal court within sitting in the State of Delaware and, if both the Court of Chancery and the federal courts sitting in the State of Delaware determine that they lack subject matter jurisdiction, any state court sitting in the State of Delaware) (and any courts from which appeals may be taken) (the “Chosen Courts”). Each , and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby irrevocably submits with regard Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding for itself in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iv) agrees that it will not bring any action relating to this Agreement service of process upon such party in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such action or proceeding will be effective if notice is given in accordance 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, (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 legal requirements, any claim that (i) the 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 courtsSection 9.5.

Governing Law; Jurisdiction. This (a) Except as required by the mandatory provisions of the CGCL and the DGCL, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware Delaware, without reference giving effect to the conflict conflicts of laws principles thereof. Each that would result in the application 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 law 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 state. (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). b) Each of the parties hereto hereby irrevocably submits with regard and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby 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 for itself and except in such court, (ii) agrees that any claim in respect of its propertyany such action or proceeding may be heard and determined in such Delaware State court, generally and unconditionally(iii) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the aforesaid courts and agrees that it will not bring venue of any such action relating to this Agreement or proceeding in any such Delaware State court other than and (iv) waives, to the aforesaid courtsfullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert that a final judgment in any such 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, (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) shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each party to this Agreement irrevocably consents to service of process 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.

Governing Law; Jurisdiction. This Assumption and Joinder Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Assumption and Joinder Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Assumption and Joinder 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 will not bring any action relating to this Assumption and Joinder Agreement or the matters contemplated hereby 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, Assumption and Joinder Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 4 and this Section 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 legal requirementslaw, any claim that (i) the 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, Assumption and Joinder Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4 of this Assumption and Joinder Agreement or Section 8.6 of the Tax Sharing Agreement shall be deemed effective service of process on such party. 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 ASSUMPTION AND JOINDER AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Voting Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof, except to the conflict extent of laws principles thereof. Each any mandatory application of the parties hereto irrevocably agrees that any legal action or proceeding Delaware General Corporation Law with respect to this Agreement the Proxies. Each party hereby (i) irrevocably and unconditionally submits to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction 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 Chancery, with respect to all actions and any state appellate court therefrom within proceedings arising out of or relating to this Voting Agreement and the State of Delaware transaction contemplated hereby, (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits ii) agrees that all claims with regard respect to any such action or proceeding for itself shall be heard and determined in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid such courts and agrees that it will not bring any to commence an action or proceeding relating to this Voting Agreement or the transactions contemplated hereby except in such courts, (iii) consents to service of process upon him, her or it by mailing or delivering such service to the address set forth in Section 11(b) hereof, and (iv) agrees that a final judgment in any court such action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the aforesaid courtsjudgment or in any other manner provided by law. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Voting Agreement, (aA) the defense of sovereign immunity, (B) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Section 11(g), (bC) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) ), and, to the fullest extent permitted by applicable legal requirementsLaw, any claim that (i1) the suit, action or proceeding in any such court is brought in an inconvenient forumimproper, (ii2) the venue of such suit, action or proceeding is improper or and (iii3) this Voting Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. (i) This Agreement Agreement, and any and all transactions or actions related to or arising out of this Agreement, shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference Delaware, applicable to the conflict of laws principles thereof. contracts executed in and to be performed entirely within that State. (ii) 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 any and all transactions or actions related to or arising out of this Agreement, 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 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, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with this Section 8(e), (bii) 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 (ciii) to the fullest extent permitted by the applicable legal requirementslaw, any claim that (ix) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiy) the venue of such suit, action or proceeding is improper or (iiiz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably agrees that notice to such party in accordance with Section 8(h) hereof shall constitute effective service of process on such party in any such action or proceeding.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any 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 will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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. Each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any dispute.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws of the State state of Delaware New York, without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably agrees that any . (b) Any legal action or proceeding with respect to this Agreement or any other Transaction Document may be brought in any state or federal court of competent jurisdiction in the state, county and the rights city of New York. By execution and obligations arising hereunder, or for recognition and enforcement of any judgment in respect delivery of this Agreement and the rights and obligations arising hereunder brought by the other Agreement, each 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 federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard consents to any such action or proceeding and accepts, for itself and in respect of its property, generally and unconditionally, to unconditionally the personal non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid such courts. Each of the parties party hereto hereby further irrevocably waiveswaives any objection, and agrees not to assert in including any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject objection to the jurisdiction laying of venue or based on the above-named courts for any reasongrounds of forum non conveniens, (b) any claim that which it may now or its property is exempt or immune from jurisdiction hereafter have to the bringing 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought jurisdiction in an inconvenient forum, respect of any Transaction Document. (iic) Each party hereto hereby irrevocably consents to the venue service of process out of any of the courts referred to in subsection (b) above of this Section 8.15 in any such suit, action or proceeding is improper by the mailing of copies thereof by registered or (iii) certified mail, postage prepaid, to it at its address set forth in this Agreement. Each party hereto hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any suit, action or proceeding commenced hereunder or under any other Transaction Document that service of process was in any way invalid or ineffective. Nothing herein shall affect the subject matter hereof, may not be enforced right of a party to serve process on the other party in or any other manner permitted by such courtslaw.

Governing Law; Jurisdiction. (a) This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed by and construed and enforced under and solely in accordance with the laws substantive and procedural Laws of the State of Delaware without reference Delaware, in each case as in effect from time to time and as the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect same may be amended from time to this Agreement time, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines as applied to accept jurisdiction over a particular matter, any federal court agreements performed wholly within the State of Delaware). Each . (b) Subject to the provisions of Section 6.04, each of the parties hereto hereby Parties 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 consents and agrees that it will not bring 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 the United States with jurisdiction in Miami-Dade County, Florida (the “Selected Courts”). 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 arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties Party hereto hereby and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasonSelected Courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Selected Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lxx. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such Party at the applicable address set forth in Section 6.01, provided that nothing in this Section 6.02(b) shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereofof any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). . (b) 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, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with this Section 11, (bii) 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 (ciii) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (ix) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiy) the venue of such suit, action or proceeding is improper or (iiiz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference to Delaware, regardless of the conflict Laws that might otherwise govern under applicable principles of conflicts of laws principles thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery (and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattershall be unavailable, any Delaware state court or the federal court within sitting in the State of Delaware)) over any and all claims, disputes, 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 of the parties hereto Parties 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 shall not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto assert, and hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim or right or defense that it is not personally subject to the jurisdiction of the above-named courts for any reasonsuch courts, (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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suitis improper, action that the forum is inconvenient or proceeding is improper any similar objection, claim or (iii) argument. Each Party agrees that a final judgment in any Action resolved in accordance with this Agreement, or the subject matter hereof, Section 11.06 be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law. EACH OF THE PARTIES 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 OR ANY SERVICES PROVIDED HEREUNDER.

Governing Law; Jurisdiction. This Agreement letter agreement, and any Legal Proceeding arising out of, relating to, or in connection with this letter agreement, shall be governed by by, and construed and enforced in accordance with with, the Law of the State of Delaware, regardless of the Law that might otherwise govern under applicable principles of conflicts of laws thereof. In any Legal Proceeding arising out of or relating to this letter agreement or any of the transactions contemplated hereby, each of the parties hereto (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware without reference to or, if (and only if) the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Delaware Superior Court of Chancery the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court within sitting in the State of Delaware). Each , and any appellate courts therefrom, (b) irrevocably waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action action, dispute or proceeding for itself controversy in any such court or that such Legal Proceeding was brought in an inconvenient court and in respect of its propertyagrees not to plead or claim the same, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (c) agrees that it will shall not bring any action Legal Proceeding relating to this Agreement letter agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not (d) irrevocably consents to assert in any action or proceeding with respect to this Agreementservice of process by first class certified mail, (a) any claim that it is not personally subject return receipt requested, postage prepaid, to the jurisdiction of the above-named courts for address at which such party is to receive notice in accordance with Section 16, in addition to any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal other method to serve 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 legal requirements, any claim that (i) the 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 courtsLaw.

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the rights of the Partners and transactions contemplated hereby shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware Delaware, without reference regard to the conflict laws of any other jurisdiction that might be applied because of the conflicts of laws principles thereofof the State of Delaware. Each of the parties hereto Partner hereby irrevocably consents and agrees that any legal action action, suit 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 only in the Delaware exclusive jurisdiction of the 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 federal court within the State of Delaware). Each , the courts of the parties hereto United States of America for the District of Delaware, and appellate courts thereof, and each Party hereby irrevocably submits consents to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each Partner further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Each Partner hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (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 legal requirements, any claim that (i) the suit, action or proceeding in any 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. EACH PARTNER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT, OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT, RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR TO ANY DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS).

Governing Law; Jurisdiction. This Except to the extent specifically required by the North Carolina Business Corporation Act, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The parties declare that it is their intention that this Agreement be regarded as made under the laws of the State of Delaware without reference and that the laws of the State of Delaware be applied in interpreting its provisions in all cases where interpretation shall be required, except to the conflict extent the North Carolina Business Corporation Act is specifically required by such act to govern the interpretation of laws principles thereofthis Agreement. Each The parties agree that irreparable damage would occur in the event that any of the parties hereto irrevocably agrees that any legal action or proceeding with respect to provisions of this Agreement and were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the rights and obligations arising hereunder, parties shall be entitled to an injunction or for recognition and enforcement of any judgment in respect injunctions to prevent breaches of this Agreement and to enforce specifically the rights terms and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively provisions of this Agreement in the Delaware Court of Chancery and any state appellate Federal court therefrom within located in the State of Delaware (or, if or in the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), this being in addition to any other remedy to which they are entitled at law or in equity. Each In addition, each of the parties hereto hereby irrevocably submits with regard (a) consents to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of any Federal court located in the aforesaid courts State of Delaware or Chancery Court of the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue in Delaware of any action, suit or proceeding arising out of this Agreement, (d) agrees that it will not bring any action relating to this Agreement in any court other than any Federal court sitting in the aforesaid courtsState of Delaware or Chancery Court of the State of Delaware, (e) waives any right to trial by jury with respect to any action related to or arising out of this Agreement, and (f) agrees that this Agreement involves at least $100,000 and has been entered into by the parties in express reliance upon 6 Del. C. § 2708. Each Without limiting the agreement of the parties hereto hereby irrevocably waivesset forth in this Paragraph H, in the event that any dispute arising under this Agreement is subject to, or adjudicated by, the courts of the State of North Carolina, the parties agree that any such dispute will be adjudicated by the North Carolina Business Court (with any references in this Paragraph H to Delaware courts being deemed to be references to North Carolina courts and agrees not to assert any references in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject Paragraph H to the jurisdiction Chancery Court of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction State of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior Delaware being deemed to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) be references to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 courtsNorth Carolina Business Court).

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement 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 courts 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 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 will not bring any action relating to this Agreement or the transactions contemplated hereby 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, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 8.06 and this Section 8.04, (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 legal requirementslaw, any claim that (i) the 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, Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.06 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the its conflict of laws principles thereof. Each that would result in the application of any law other than the law of the parties hereto State of Delaware. The Company and Indemnitee hereby irrevocably agrees and unconditionally (i) agree that any legal action or proceeding arising out of or in connection 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 only in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (orthe “Delaware Court”), if and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of Chancery declines any action or proceeding arising out of or in connection with this Agreement, (iii) agree that to accept jurisdiction over a particular matterthe extent Indemnitee is not otherwise subject to service of process in the State of Delaware, Indemnitee irrevocably appoints the Company as its agent in the State of Delaware for acceptance of legal process in connection with any federal court such action or proceeding against such party with the same legal force and validity as if served upon Indemnitee personally within the State of Delaware). Each , and that the Company’s address for such purpose is c/o The Corporation Trust Company, 1000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, (iv) waive any objection to the laying of the parties hereto hereby irrevocably submits with regard to venue of 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 in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesDelaware Court, and agrees (v) waive, and agree not to assert in any action plead 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, (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 legal requirementsmake, any claim that (i) the suit, any such action or proceeding brought in such court is the Delaware Court has been brought in an improper or 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.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Florida, without reference giving effect to the conflict choice of laws law principles thereof. . (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect (i) consents to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and of the State of Florida or the Federal courts of the United States of America located in the State of Florida if any dispute arises under this Agreement or any transaction contemplated by this Agreement, (ii) agrees that it will not bring attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any action relating such court, (iii) waives any right to trial by jury with respect to any action, suit or proceeding related to or arising out of this Agreement or any transaction contemplated by this Agreement, (iv) waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivessuch court, (v) waives and agrees not to assert in plead or claim that any action such action, suit 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, (b) any claim that it or its property is exempt or immune from jurisdiction of brought in 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is has been brought in an inconvenient forumforum and (vi) agrees that a final judgment in any such action, (ii) the venue of such suit, action suit or proceeding is improper in any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable Law. (iiic) Notwithstanding any other provision in this Agreement, in the event of any Action (as defined in the Merger Agreement) arising out of or resulting from this Agreement, the subject matter hereof, may not prevailing party shall be enforced entitled to recover its costs and expenses (including reasonable attorneys’ fees and expenses) incurred in or by such courtsconnection therewith.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereofof any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). . (b) 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, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with this Section 10, (bii) 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 (ciii) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (ix) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiy) the venue of such suit, action or proceeding is improper or (iiiz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. (a) This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed by and construed and enforced under and solely in accordance with the substantive and procedural laws of the State of Delaware without reference Delaware, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Delaware. (b) Subject to the conflict provisions of laws principles thereof. Each Section 7.02, each of the parties hereto Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunderunder this Agreement, or for recognition and enforcement of any judgment or award or resolution in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assignsAgreement, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware Florida or the United States Federal Courts, in each case sitting in Broward County, Florida (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware“Selected Courts”). Each of the parties hereto Parties 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 Selected 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 courtsSelected Courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, 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 Selected Courts for any reason, reason other than the failure to serve in accordance with the provisions of this Agreement; (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 legal requirementslaw, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, ; (ii) the venue of such suit, action or proceeding is improper improper; or (iii) this Agreement, or the subject matter hereofof this Agreement, may not be enforced in or by such courtsthe Selected Courts.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to any applicable conflicts of law principles (except that matters relating to the conflict of laws principles thereof. Each fiduciary duties of the parties hereto irrevocably Board of Directors of CenterState shall be subject to the laws of the State of Florida and matters relating to the fiduciary duties of the Board of Directors of South State shall be subject to the laws of the State of South Carolina). (b) Each party agrees that it will bring any legal action or proceeding with in respect of any claim arising out of or related to this Agreement and or 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 transactions contemplated hereby 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 federal or state court within of competent jurisdiction located in the State of DelawareDelaware (the “Chosen Courts”). Each , and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby irrevocably submits with regard Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding for itself in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iv) agrees that it will not bring any action relating to this Agreement service of process upon such party in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such action or proceeding will be effective if notice is given in accordance 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, (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 legal requirements, any claim that (i) the 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 courtsSection 9.5.

Governing Law; Jurisdiction. This (a) Subject to Section 9.09(c), this Agreement and the other Transaction Agreements, 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 other Transaction Agreements, or the negotiation, execution or performance of this Agreement or the other Transaction Agreements, shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference applicable to agreements made and to be performed entirely within such State, regardless of the conflict laws that might otherwise govern under applicable principles of laws principles conflicts of law thereof. . (b) Each of the parties hereto (i) irrevocably agrees that consents to the service of the summons and complaint and any legal other process in any action or proceeding relating to the Transactions, for and on behalf of itself or any of its properties or assets, in accordance with respect Section 9.02 or in such other manner as may be permitted by applicable Law, and nothing in this Section 9.09 shall affect the right of any party to this Agreement serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the rights and obligations arising hereunderexclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of the Transaction Agreements or the Transactions, or for recognition and enforcement of any judgment in respect of this Agreement and thereof; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any actions or proceedings arising in connection with the rights and obligations arising hereunder brought by Transaction Agreements or the other party hereto or its successors or assigns, Transactions shall be brought brought, tried and determined exclusively only in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware). Each ; (v) waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself in any such court or that such action or proceeding was brought in an inconvenient court and in respect of its property, generally agrees not to plead or claim the same; and unconditionally, to the personal jurisdiction of the aforesaid courts and (vi) agrees that it will not bring any action relating to this the Transaction Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the parties hereto hereby irrevocably waives, and Company agrees not to assert that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party 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, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from Legal Proceeding, including 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 appeal thereof. (c) Notwithstanding the foregoing, any disputes involving the Financing Sources will be governed by and construed in accordance with the laws of the State of New York without giving regard to conflicts or choice of law principles that would result in the application of any law other than the law of the State of New York. (d) Notwithstanding anything in this Agreement to the fullest extent permitted by applicable legal requirementscontrary, each of the parties hereto agrees that it will not bring, or support the bringing of, any proceeding, claim that (i) or counterclaim, whether at law or in equity, whether arising in contract, tort, equity otherwise, against the suitFinancing Sources in any way relating to this Agreement or any of the transactions contemplated hereby, action including any dispute arising out of or proceeding relating in such court is brought in an inconvenient forum, (ii) any way to the venue of such suit, action Financing Commitment or proceeding is improper or (iii) this Agreementthe Best Efforts Financing, or the subject matter hereofperformance thereof, may not be enforced or the Financing in or by such any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the County of New York (and appellate courts thereof).

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the rights of Member and transactions contemplated hereby shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware Delaware, without reference regard to the conflict laws of any other jurisdiction that might be applied because of the conflicts of laws principles thereof. Each of the parties hereto State of Delaware. Member hereby irrevocably consents and agrees that any legal action action, suit 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 only in the Delaware exclusive jurisdiction of the 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 federal court within the State of Delaware). Each , the courts of the parties hereto United States of America for the District of Delaware, and appellate courts thereof, and each Party hereby irrevocably submits consents to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each Member further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Member hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (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 legal requirements, any claim that (i) the suit, action or proceeding in any 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. MEMBER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT, OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT, RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR TO ANY DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS).

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced 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 reference or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each Party (a) irrevocably consents to the conflict of laws principles thereof. Each service of the parties hereto summons and complaint and any other process in any Action 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 3(e) or in such other manner as may be permitted by applicable Law and that such process may be served in the manner of giving notices in Section 3(h) and that nothing in this Section 3(e) shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably agrees that and unconditionally consents and submits itself and its properties and assets in any legal action Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive general jurisdiction 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 of the State of Delaware (the “Chancery Court”) (or, only if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each ) in the event any dispute or controversy arises out of this Agreement or the parties hereto hereby irrevocably submits with regard 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 action court, (d) waives any objection that it may now or proceeding for itself and in respect of its property, generally and unconditionally, hereafter have to the personal jurisdiction venue of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the aforesaid courts same, and (e) agrees that it will not bring any action relating to this Agreement such Action in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and Party agrees not to assert that a final Order 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, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced Action in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) as provided above shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 other jurisdictions by suit on the Order or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement is executed by the ----------------------------- parties hereto in and shall be governed by and construed and enforced in accordance with and governed by the laws of the State of Delaware Texas without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof, brought by the other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in state or federal courts sitting in the Delaware Court States of Chancery Georgia or Texas, 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 federal court within the State of Delaware). Each of the parties hereto each party 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 exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of a motion, 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 reasonreason other than the failure to lawfully serve process, (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 legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement and the transactions contemplated herein, and all disputes between the Parties arising out of or related to this Agreement, the transactions contemplated herein or the facts and circumstances leading to its or their execution or performance, whether in contract, tort or otherwise, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference to the conflict of laws principles thereof. Each For the purpose of enforcing awards under Section 20 hereof, each of the parties Parties agrees (i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties hereto in express reliance upon 6 Del. C. § 2708. Subject to paragraph 20 below, each of the Parties (A) irrevocably agrees that 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 legal action proceeding arising out of or proceeding with respect relating to this Agreement and or any of the rights and obligations arising hereundertransactions contemplated herein, 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, (B) agrees that every such legal proceeding shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (orprovided that, if in the Delaware event subject matter jurisdiction is unavailable in or declined by the Court of Chancery declines to accept jurisdiction over a particular matterChancery, then all such claims shall be brought, heard and determined exclusively in any other state or federal court within sitting in the State of DelawareDelaware with subject matter jurisdiction). 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 (C) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (D) agrees not to bring any action legal proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivescourt, and agrees not to assert in (E) waives any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject defense of inconvenient forum to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction maintenance 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 legal requirements, any claim that (i) the 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 courtsso brought.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed construed, performed and enforced in accordance with with, and governed by, the laws Laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule that would cause the application of the laws principles thereofof any jurisdiction other than the State of Delaware. 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 hereunder, brought by the other another party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware Delaware, or in the event (or, if but only in the Delaware Court of Chancery declines to accept event) that such court does not have subject matter jurisdiction over a particular mattersuch action or proceeding, any other 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 set forth in this paragraph 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 such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasoncourts, (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any 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 Xxx. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 9.4; provided that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction. This Agreement Amendment shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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, Amendment shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate or federal court therefrom within located in New Castle County, Delaware. The Parties hereby: (a) submit to the State exclusive jurisdiction of any Delaware state or federal court for the purpose of any Action arising out of or relating to this Amendment brought by any Party and (orb) irrevocably waive, if the Delaware Court and agree not to assert by way of Chancery declines to accept jurisdiction over a particular mattermotion, defense or otherwise, in any such Action, any 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, claim that it is not subject personally to the personal jurisdiction of the aforesaid courts and agrees above-named courts, that it will 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 Amendment or the transactions contemplated hereby may not bring be enforced in or by any action relating to this Agreement in any court other than of the aforesaid above-named courts. Each of the parties hereto hereby irrevocably waivesParent, Merger Sub, and Chaparral agrees not to assert that a final judgment in any action or proceeding with respect to this Agreementwhich all appeals have been taken or waived, (a) shall be conclusive and may be enforced in any claim that it is not personally subject other jurisdiction by suit on the judgment or in any other manner provided by Law. Each of Parent, Merger Sub, and Chaparral irrevocably consents to the jurisdiction service of the above-named courts for summons and complaint and any reason, (b) other process in 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 legal requirements, any claim that (i) the suit, other action or proceeding in such court is brought in an inconvenient forumrelating to the transactions contemplated by this Amendment, (ii) the venue on behalf of itself or its property, by personal delivery of copies of such suit, action or proceeding is improper or (iii) process to such Party. Nothing in this Agreement, or Section 5 shall affect the subject matter hereof, may not be enforced right of any Party to serve legal process in or any other manner permitted by such courtsLaw.

Governing Law; Jurisdiction. (a) This Agreement Limited Guarantee shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware without reference to (regardless of the conflict Laws that might otherwise govern under applicable principles of conflicts of laws principles thereof. ) as to all matters, including matters of validity, construction, effect, performance and remedies. (b) Each of the parties hereto Party hereby irrevocably agrees that any legal action or proceeding with respect Action 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, Limited Guaranty shall be brought and determined exclusively only in the Delaware exclusive jurisdiction of the 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 federal court within the State of Delaware). Each , and if such court declines jurisdiction, the federal courts located in the State of Delaware, and each Party hereby consents to the jurisdiction of such courts (and of the parties hereto hereby irrevocably submits with regard to appropriate appellate courts therefrom) in any such action or proceeding for itself Action and in respect of its property, generally and unconditionallyirrevocably waives, to the personal fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action that is brought in any such court has been brought in an inconvenient forum. During the period that an Action that is filed in accordance with this Section 9(b) is pending before a court, all Actions with respect to such Action or any other Action, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courtssuch court. Each of the parties hereto Party hereby irrevocably waives, and agrees not to assert as a defense in any action or proceeding with respect to this AgreementAction, that (a) any claim that it such Party is not personally subject to the jurisdiction of the above-named courts for any reasonthereto, (b) any claim that it such Action may not be brought or its is not maintainable in such court, (c) such Party’s property is exempt or immune from jurisdiction of any execution, (d) 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 legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, forum or (iie) the venue of such suit, action or proceeding Action is improper or (iiiimproper. A final judgment in any Action described in this Section 9(b) this Agreement, or following the expiration of any period permitted for appeal and subject matter hereof, to any stay during appeal shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Laws.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to any applicable conflicts of law principles (except that matters relating to the conflict of laws principles thereof. Each fiduciary duties of the parties hereto irrevocably Board of Directors of SunTrust shall be subject to the laws of the State of Georgia and matters relating to the fiduciary duties of the Board of Directors of BB&T shall be subject to the laws of the State of North Carolina). (b) Each party agrees that it will bring any legal action or proceeding with in respect of any claim arising out of or related to this Agreement and or 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 transactions contemplated hereby 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 federal or state court within of competent jurisdiction located in the State of DelawareDelaware (the “Chosen Courts”). Each , and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby irrevocably submits with regard Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding for itself in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iv) agrees that it will not bring any action relating to this Agreement service of process upon such party in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such action or proceeding will be effective if notice is given in accordance 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, (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 legal requirements, any claim that (i) the 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 courtsSection 9.5.

Governing Law; Jurisdiction. (i) This Agreement shall in all respects be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware Florida, without reference regard to choice of law rules or principles that would result in the conflict application of laws principles thereof. Each the Laws of any other jurisdiction. (ii) The parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the Post-Merger Acquisition transaction, or any of the transactions contemplated hereby may be brought against any of the parties hereto irrevocably agrees that solely in any legal action federal or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement state courts 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 competent jurisdiction in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (Florida located in Hillsborough County or, if it can acquire jurisdiction, in the Delaware United States District Court for the Middle District of Chancery declines to accept jurisdiction over a particular matterFlorida, any federal court within the State of Delaware). Each and 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, consents to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (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 and of notice, attachment prior to judgment, attachment the appropriate appellate courts therefrom) in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and waives any objection it may now or (iii) hereinafter have to venue or to convenience of forum, and the parties agree that all claims with respect of the action, litigation, suit or proceeding shall be heard and determined only such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement, the Post-Merger Acquisition transaction, or any of the subject matter hereofother transactions contemplated hereby in any other court. Process in any such suit, action or proceeding may not be enforced served on any party anywhere in the world, whether within or by without the State of Florida. Without limiting the generality of the foregoing, each party hereto agrees that service of process upon such courtsparty at the address referred to in this Section 11, together with notice of such service to such party, shall be deemed effective service of process upon such party.

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Delaware, without reference to the conflict its conflicts of laws principles thereoflaw principles. Each of the parties hereto Party irrevocably agrees that any legal action or proceeding with respect 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 such Party or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the such court lacks subject matter jurisdiction, in any other appropriate Delaware Court of Chancery declines to accept jurisdiction over a particular matterstate or federal court), any federal court within the State of Delaware). Each of the parties hereto and appellate courts thereof, and 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 action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement Agreement. Each Party 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 other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereto Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, ; (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper improper, or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All legal actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof 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 the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) 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 legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.”

Governing Law; Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed and enforced in accordance with the 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 or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware; provided, that the Domestication shall be effected in accordance with both the DGCL and the CICA (as applicable), without reference giving effect to the principles or rules of conflict of laws to the extent such principles thereofor rules would require or permit the application of Laws of another jurisdiction. Each of the parties hereto irrevocably Parties agrees that any legal action or proceeding with respect Action related 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, agreement shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept under applicable Law, exclusive jurisdiction over a particular mattersuch matter is vested in the federal courts, any federal court within in the State of DelawareDelaware and any appellate court from any thereof (the “Chosen Courts”). Each By executing and delivering this Agreement, each of the parties hereto hereby irrevocably Parties irrevocably: (i) accepts generally and unconditionally submits with regard to the exclusive jurisdiction of the Chosen Courts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 10.9; (ii) waives any objections which such party may now or hereafter have to the laying of venue of any such action Action contemplated by this Section 10.3 and hereby further irrevocably waives and agrees not to plead or proceeding for itself and claim that any such Action has been brought in respect of its property, generally and unconditionally, an inconvenient forum; (iii) agrees that it will not attempt to deny or defeat the personal jurisdiction of the aforesaid courts and Chosen Courts by motion or other request for leave from any such court; (iv) agrees that it will not bring any action relating to Action contemplated by this Agreement Section 10.3 in any court other than the aforesaid courtsChosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 10.4 or in any other manner permitted by Law; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the parties hereto hereby irrevocably waivesagrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the non-exclusive jurisdiction of the above-named courts Chosen Courts for any reason, (b) any claim that it the enforcement or its property is exempt or immune from jurisdiction execution 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 legal requirements, any claim that (i) the 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.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall will 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 will not bring any action relating to this Agreement or the transactions contemplated hereby 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, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason 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 legal requirementslaw, any claim that (i) the 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, Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.3 will be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict laws that might be applicable under conflicts of laws principles thereofprinciples. Each of the parties hereto Company, Parent and Merger Sub 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 hereof brought by the other party hereto or its successors or assigns, shall assigns may 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 federal court within the State of Delaware). Each , and each of the parties hereto Company, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of to its property, generally and unconditionally, to the personal nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert assert, by way of motion, 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, reason other than the failure to lawfully serve process (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 legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, --------------------------- and construed and enforced in accordance with the laws of the State of Delaware Virginia without reference regard to the conflict choice of laws principles thereoflaw rules utilized in that jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Buyer and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware Seller each (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto a) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal jurisdiction of the aforesaid courts of that state and agrees that it will (b) hereby waive, and agree not bring any action relating to this Agreement assert, by way of motion, as a defense, or otherwise, in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivessuch suit, and agrees not to assert in any action or proceeding with respect to this Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such the suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt. Buyer and Seller each hereby consent to service of process by registered mail at the address to which notices are to be given. Each of Buyer and Seller agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other party hereto. Final judgment against Buyer or Seller in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; provided,however that any party may at its -------- ------- option bring suit, or institute other proceedings, in any state or federal court of the United States or of any country or place where the other party or its assets, may be found.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to New York, regardless of the conflict laws that might otherwise govern under applicable principles of laws principles conflicts of law thereof. Each party hereby (a) irrevocably and unconditionally submits to the exclusive jurisdiction of the parties hereto irrevocably agrees that any legal action or proceeding Delaware Court of Chancery, with respect to all actions and proceedings arising out of or relating to this Agreement and the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in (b) agrees that all claims with 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 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 shall be heard and determined in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid such courts and agrees that it will not bring any to commence an action or proceeding relating to this Agreement or the transactions contemplated hereby except in such courts, (c) consents to service of process upon him, her or it by mailing or delivering such service to the address set forth in Section 8.2 hereof, and (d) agrees that a final judgment in any court such action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the aforesaid courtsjudgment or in any other manner provided by law. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Section 8.8, (biii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) ), and, to the fullest extent permitted by applicable legal requirementslaw, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forumimproper, (iiB) the venue of such suit, action or proceeding is improper or and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference 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 thereof. Each principles, except to the extent the provisions of the parties hereto irrevocably agrees that any legal action or proceeding with respect Laws of Bermuda are mandatorily applicable to this Agreement and or the rights and obligations Transactions. (b) All Actions arising hereunder, out of or for recognition relating to the interpretation and enforcement of any judgment in respect the provisions of this Agreement and in respect of the rights and obligations arising hereunder Transactions (except to the extent any such proceeding mandatorily must be brought by the other party hereto or its successors or assigns, in Bermuda) shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (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. 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 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 party agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9.10 of this Agreement. The parties agree that a final judgment in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, such Action shall be conclusive and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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 other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided, however, that nothing contained in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, except to the conflict of laws principles thereof. extent that the Oregon Business Corporation Act, as amended, or other Oregon corporation law necessarily governs. (b) Each of the parties hereto irrevocably hereby agrees that any legal action all actions or proceeding proceedings arising out of or in connection with respect to this Agreement and or the rights and obligations arising hereunder, transactions contemplated hereby or for recognition and enforcement of any judgment arising out of or in respect of connection with this Agreement and or the rights and obligations arising hereunder brought by the other party hereto or its successors or assignstransactions contemplated hereby, shall be brought tried and determined exclusively in the Delaware Court of Chancery and any state appellate Chancery, or in the event (but only in the event) that such court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular mattersuch proceeding, any federal court within in the State United States District Court for the District of Delaware). Each , and each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in with respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesexpressly waives any right it may have to assert, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding with respect to this Agreement, proceeding: (ai) any claim that it is not personally subject to personal jurisdiction in the jurisdiction of the above-named aforesaid courts for any reason, ; (bii) 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) courts; and (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) any of the suit, aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding in such court is brought in an inconvenient forumproceeding, (iiB) venue is not proper in any of the venue of such suit, action or proceeding is improper or aforesaid courts and (iiiC) this Agreement, the transactions contemplated hereby or the subject matter hereof, may not be enforced in or by any of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such courtsaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.7. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of laws principles thereof. 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 hereto hereby irrevocably agrees that any legal action (i) all actions and proceedings arising out of or proceeding with respect 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 the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court therefrom within sitting in New Castle County in the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). , (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) a final judgment in any 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. (c) Each party irrevocably consents to the service of process outside the territorial jurisdiction of the parties hereto hereby irrevocably submits with regard courts referred to in this Section 9.09 in any such action or proceeding for 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 IX. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. (d) Notwithstanding anything herein to the contrary, (i) the Company (on behalf of itself and each Company Related Person that is not an equity holder of Seller), Seller (on behalf of itself and each Company Related Person that is an equity holder of Seller) 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 respect any way related to this Agreement or any of its propertythe transactions contemplated hereby, generally and unconditionally, including any dispute arising out of or relating in any way to the personal jurisdiction Financing shall be governed by, and construed in accordance with, the laws of the aforesaid courts 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 (x) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (y) the determination of the accuracy of any Acquisition Agreement Target Representations (as defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Purchaser or its Affiliates have the right to terminate its obligations under this Agreement, or to decline to consummate the transactions contemplated hereby and (z) the determination of whether the transactions contemplated hereby have been consummated in accordance with the 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 conflicts of laws principles that would result in the application of the Law of any other state and (ii) the Company (on behalf of itself and each Company Related Person) and each of the other parties hereto (A) agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any court way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the aforesaid courts. Each Supreme Court of the parties hereto 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 Xxxxxxxx Xxxxxxxx xx Xxx Xxxx in the County 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 Section 9.12 shall be effective service of process against it for any such action brought in any such court, (D) waives and hereby irrevocably waives, and agrees not to assert 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, (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 legal requirementsLaw, any claim that (i) objection which it may now or hereafter have to the suitlaying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action or proceeding in any such court is brought and (E) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Governing Law; Jurisdiction. (a) This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the conflict principles to the conflicts of laws principles law thereof. . (b) Each of the parties hereto irrevocably party to this Agreement irrevocable consents and agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or any action for recognition and enforcement of any judgment in respect thereof will be brought in the federal or state courts located within the jurisdiction of the United Stated District Court for the Southern District of New York, and, by execution and delivery of this Agreement, each party to 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 federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding and accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring appellate courts from any action relating appeal thereof. Each party to this Agreement further irrevocably consents to the service of process out of any of the aforesaid courts in any court other than such action or proceeding by the mailing of copies thereof in the manner set forth in Section 7.1 hereof. Each party to this Agreement hereby irrevocably waives any objection which it may now have or hereafter have to the laying of venue of any of the aforesaid courts. Each actions or proceedings arising out of or in connection with this Agreement brought in any of the parties hereto courts referred to above and hereby further irrevocably waives, waives and agrees not to assert plead or claim in any such court that any such action or proceeding brought in any such court is an inconvenient forum. Nothing in this Section shall be deemed to constitute a submission to jurisdiction, consent or waiver with respect to this Agreement, (a) any claim that it is matter not personally subject specifically referred to the jurisdiction of the above-named courts for any reason, (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 legal requirements, any claim that (i) the 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 courtsherein.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 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 or federal court within the State of in 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 will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, 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 reasonreason other than the failure to serve process in accordance with this Agreement, (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 legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper improper, or (iii) that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America.

Governing Law; Jurisdiction. This Agreement shall be governed by THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. By its execution and construed and enforced in accordance with the laws delivery of this Agreement, each of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement and the rights and obligations arising hereunder, or for recognition and or enforcement of any judgment rendered in respect any such action, suit or proceeding, may be brought in the United States District Court for the District of Delaware. By execution and delivery of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assignsAgreement, 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 federal court within the State of Delaware). Each each of the parties Parties hereto hereby irrevocably accepts and submits with regard itself to any the nonexclusive jurisdiction of such action or proceeding for itself and in respect of its propertycourt, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to any such action, suit or proceeding, and waives any objection it may have to venue or the convenience of the forum. Notwithstanding the foregoing consent to Delaware jurisdiction, each of the Parties hereto hereby agrees that, upon commencement of the Chapter 11 Cases, the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (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 legal requirements, any claim that (i) the 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.

Governing Law; Jurisdiction. This Agreement shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (a) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section ‎3(g). Nothing in this Section ‎3(d) shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware Delaware, without reference giving effect to the principles or rules of conflict of laws to the extent such principles thereofor rules would require or permit the application of Laws of another jurisdiction. Each Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, 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 all claims in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, Action shall be brought heard and determined exclusively only 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 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 will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivescourt, and agrees not to assert bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 2(d). Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding with respect relating to the transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction on behalf of the above-named courts for any reasonitself, (b) any claim that it or its property is exempt or immune from jurisdiction property, by personal delivery 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue copies of such suit, action or proceeding is improper or (iii) this Agreement, or process to such party at the subject matter hereof, may not be enforced applicable address set forth in or by such courtsSection 2(g).

Governing Law; Jurisdiction. (a) This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any 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) shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws principles thereofof any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (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. 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, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with this Section 8.4, (bii) 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 (ciii) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (ix) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiy) the venue of such suit, action or proceeding is improper or (iiiz) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 8.7. (b) Notwithstanding the foregoing and without limiting Section 8.4(a), 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 Lenders or any Lender Related Party in any way relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or any other letter or agreement related to the Debt Financing or the performance thereof, in any forum other than any State or Federal court sitting in the Borough of Manhattan in the City of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware New York without reference giving effect to the any choice or conflict of law provision or rule that would cause the application of laws principles thereofof any jurisdiction other than those of the State of New York. Each of the parties 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 Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware New York State Supreme Court of Chancery located in Erie County and any state appellate court therefrom within the State of Delaware New York (or, if the Delaware New York State Supreme Court of Chancery located in Erie County declines to accept jurisdiction over a particular matter, any the federal court within in the State Western District of DelawareNew York). Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding for itself themselves and in respect of its their property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it they will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (ai) any claim that it is they are not personally subject to the jurisdiction of the above-above named courts for any reason, (bii) any claim that it they or its their 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 (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Voting Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof, except to the conflict extent of laws principles thereof. Each any mandatory application of the parties hereto irrevocably agrees that any legal action or proceeding Delaware General Corporation Law with respect to this Agreement the Proxies. Each party hereby (a) irrevocably and unconditionally submits to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction 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 Chancery, with respect to all actions and any state appellate court therefrom within proceedings arising out of or relating to this Voting Agreement and the State of Delaware transaction contemplated hereby, (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits b) agrees that all claims with regard respect to any such action or proceeding for itself shall be heard and determined in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid such courts and agrees that it will not bring any to commence an action or proceeding relating to this Voting Agreement or the transactions contemplated hereby except in such courts, (c) consents to service of process upon him, her or it by mailing or delivering such service to the address set forth in Section 12(b) hereof, and (d) agrees that a final judgment in any court such action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the aforesaid courtsjudgment or in any other manner provided by law. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Voting Agreement, (ai) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Section 12(g), (biii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) ), and, to the fullest extent permitted by applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forumimproper, (iiB) the venue of such suit, action or proceeding is improper or and (iiiC) this Voting Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference 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 thereof. Each Laws principles. (b) All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and or 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, Transactions shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterany Action, any state or federal court within the State of Delaware). Each of the The parties hereto hereby irrevocably submits with regard (i) submit to the exclusive jurisdiction and venue of such courts in any such action Action, (ii) waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action, (iii) agree to not attempt to deny or defeat such jurisdiction of the aforesaid courts by motion or otherwise request for leave from any such court and agrees that it will (iv) agree to not bring any action Action arising out of or relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each Court of Chancery of the parties hereto hereby irrevocably waivesState of Delaware (or, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to if the jurisdiction Court of Chancery of the above-named courts State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware), except for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction Actions brought to enforce the judgment of any such court or from any legal process commenced court. The consents to jurisdiction and venue set forth in such courts (whether through this Section 8.07(b) shall not constitute general consents to service of notice, attachment prior 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 judgment, attachment confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in aid any Action arising out of execution of judgment, execution of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.10. The parties hereto agree that a final judgment or otherwise) in any such Action shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided, however, that nothing 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.

Governing Law; Jurisdiction. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware without reference giving effect to its principles or rules of conflicts of law to the conflict extent such principles or rules would require or permit the application of the laws principles thereofof another jurisdiction. Each Party irrevocably submits to the jurisdiction of (a) the state courts of the parties State of Delaware and (b) the United States District Court for the District of Delaware in connection with any proceeding arising out of or relating hereto or the Transactions, and hereby irrevocably agrees that all claims in respect of such proceeding shall be heard and determined in such state or federal court. Each Party hereby irrevocably waives (and agrees not to plead or claim) any legal objection to the laying of venue of any proceeding arising out of or relating hereto or the Transactions in the (A) the state courts of the State of Delaware, or (B) the United States District Court for the District of Delaware, and the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties hereto further agree, to the fullest extent permitted by law, that final and non-appealable judgment against any of them in any proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Each Party agrees that service of process, summons, notice or document by U.S. registered mail to such person’s respective address set forth in Section 25 shall be effective service of process for any proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines matters to accept which it has submitted to jurisdiction over a particular matter, any 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 will not bring any action relating pursuant to this Agreement in Section 24. To the extent that any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in Party has or hereafter may acquire 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, (b) any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) and (c) with respect to the fullest extent permitted by applicable legal requirementsitself or its property, any claim that (i) the suit, action or proceeding each Party hereby irrevocably waives such immunity in such court is brought in an inconvenient forum, (ii) the venue respect 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 courtsits obligations hereunder.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws principles thereofof any jurisdiction other than the State of New York. Each 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, including with respect to the Deposit, 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 Supreme Court of Chancery and any state appellate court therefrom within the State of Delaware New York, New York County or the United States District Court for the Southern District of New York (or, if and the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delawareappropriate appellate courts). 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 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, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with this Section 6.04, (bii) 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 (ciii) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware applicable to contracts made and performed entirely within such state, without reference giving effect to its principles of conflicts of laws; provided that matters relating to the conflict of laws principles thereof. Each fiduciary duties of the parties hereto irrevocably board of directors of FSC shall be subject to the Laws of the State of Georgia. (b) Each party agrees that it will bring any legal action or proceeding with in respect of any claim arising out of or related to this Agreement and or 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 transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterdetermines that it lacks subject matter jurisdiction, any federal court within sitting in the State of Delaware and, if both the Court of Chancery and the federal courts sitting in the State of Delaware determine that they lack subject matter jurisdiction, any state court located in the State of Delaware) (and any courts from which appeals may be taken) (the “Chosen Courts”). Each , and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby irrevocably submits with regard Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding for itself in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iv) agrees that it will not bring any action relating to this Agreement service of process upon such party in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such action or proceeding will be effective if notice is given in accordance 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, (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 legal requirements, any claim that (i) the 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 courtsSection 8.2.

Governing Law; Jurisdiction. This Agreement shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect 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 Delaware state or federal court. The Parties hereto hereby (A) submit to the exclusive jurisdiction of any 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 or federal court within for the State purpose of Delaware). Each any Action arising out 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 in brought by any court other than the aforesaid courts. Each of the parties Party hereto hereby and (B) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any of the above-named courts; provided, however, that such courtsconsent to jurisdiction is solely for the purpose referred to in this Section 8.4 and shall not be deemed to be a general submission to the jurisdiction of such court or in the State of Delaware other than for such purposes. Each of Parent, Merger Sub and the Company agrees that a final judgment in any 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 Parent, Merger Sub and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such Party. Nothing in this Section 8.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without reference regard to any applicable conflicts of law principles (except that matters relating to the conflict of laws principles thereof. Each fiduciary duties of the parties Board of Directors of Flagstar shall be subject to the laws of the State of Michigan). (b) Each party hereto irrevocably agrees that it will bring any legal action or proceeding with in respect of any claim arising out of or related to this Agreement and or 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 transactions contemplated hereby exclusively in the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or state court within of competent jurisdiction located in the State of DelawareDelaware (the “Chosen Courts”). Each , and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby irrevocably submits with regard Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding for itself in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party, and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iv) agrees that it will not bring any action relating to this Agreement service of process upon such party in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such action or proceeding will be effective if notice is given in accordance 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, (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 legal requirements, any claim that (i) the 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 courtsSection 9.5.

Governing Law; Jurisdiction. This Agreement shall be governed by and governed, construed and enforced in accordance with the laws Laws of the State of Delaware without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each , except to the extent that the provisions of the parties hereto irrevocably agrees that any legal action CBCA or proceeding CCAA necessarily apply with respect to this Agreement the consummation of the Merger or the Second Merger under Colorado law and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)similar matters. Each of the parties hereto hereby irrevocably submits with regard to agrees that any such claim, suit, action or proceeding for itself and in respect of its propertyother proceeding, generally and unconditionallydirectly or indirectly, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action arising out of, under or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (and each agrees that no such claim, action, suit or other proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such court), and the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any such court in any court such claim, suit, action or other than proceeding and irrevocably and unconditionally waive the aforesaid courtsdefense of an inconvenient forum to the maintenance of any such claim, suit, action or other proceeding. Each of the parties hereto hereby irrevocably waivesfurther agrees that, and agrees not to assert 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, (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 legal requirementsLaw, service of any claim process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 8.4 shall be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that (i) the a final, non-appealable judgment in any such claim, suit, action or other 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, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict its or any other jurisdiction's conflicts of laws principles thereofprinciples. Each of the parties hereto irrevocably agrees that any 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 hereof brought by the other any party hereto or its successors or assigns, shall assigns may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if or the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal district court within for the State District of Delaware). Each of the parties , and each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts such courts, and agrees that it will not bring any action relating to this Agreement service of process in any court other than such action or proceeding shall be effective if mailed to such party at the aforesaid courtsaddress specified herein. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, Agreement (ai) any claim that it is not personally subject to the jurisdiction of the above-named such courts for any reason, (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirementslaw, any claim that (ia) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iib) the venue of such suit, action or proceeding is improper or and (iiic) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This (a) Without regard to principles of conflicts of law, this Agreement, and all claims of 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 (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed and enforced in accordance with and governed by the laws of the State of Delaware Delaware, without reference regard to its rules or principles of conflict of laws. (b) The Parties hereby irrevocably submit to the conflict exclusive jurisdiction of laws principles thereof. Each (i) courts of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each , County of New Castle, or (ii) the parties hereto hereby irrevocably submits with regard to United States District Court for the District of Delaware, for the purposes of any such action Proceeding arising out of 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 in or any court other than the aforesaid courts. Each of the parties hereto transaction contemplated hereby irrevocably waives, (and agrees not to assert commence any Proceeding relating hereto except in such courts), so long as such court shall have subject matter jurisdiction over such Proceeding. The Parties further agree that service of any action process, summons, notice or proceeding document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 12.2 shall be effective service of process for any Proceeding in Delaware with respect to this Agreementany matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. The Parties hereby irrevocably waive, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (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 legal requirementsLaws, any claim that (i) objection which they may now or hereafter have to the suit, action or proceeding laying of venue of any such dispute brought in any such court is brought in an or any defense of inconvenient forum, (ii) forum for the venue maintenance of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, Proceeding. Each Party agrees that a judgment in any such dispute may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. a. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to contracts executed in and to be performed entirely in that state, regardless of the laws that might otherwise govern under any applicable conflict of laws principles thereof. Each principles. b. All actions and proceedings arising out of or relating to 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 interpretation and enforcement of any judgment in respect the provisions of this Agreement and in respect of the rights and obligations arising hereunder brought transactions contemplated by the other party hereto or its successors or assigns, this Agreement shall be brought heard 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 federal court within the State of Delaware). Each , or, solely in the event such court declines to accept or does not have jurisdiction over such actions or proceedings, the federal district court sitting in Wilmington, Delaware or the superior court in the City of Wilmington, New Castle County, Delaware (the “Chosen Courts”) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action or proceeding for itself and in respect irrevocably waive the defense of its property, generally and unconditionally, an inconvenient forum or lack of jurisdiction to the personal maintenance of any such action or proceeding. The consents to jurisdiction and venue set forth in this Section 3.5(b) shall not constitute general consents to service of process in the aforesaid courts State of Delaware and agrees that it will shall have no effect for any purpose except as provided in this paragraph and shall not bring be deemed to confer rights on any action relating other party other than the parties to this Agreement. Each party to this Agreement in any court other than the aforesaid courts. Each agrees that service of the parties hereto hereby irrevocably waives, and agrees not to assert process upon such party in any action or proceeding with respect arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 3.8 of this Agreement, (a) any claim . The parties agree that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of a final judgment in 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 legal requirements, any claim that (i) the 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, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided, however, that nothing 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.

Governing Law; Jurisdiction. This Agreement, and all matters, claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or in connection with or relate to this Agreement or the negotiation, execution, enforceability or performance of this Agreement (including any matter claim or cause of action based upon, arising out of or in connection with or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereofthereof that would result in the application of the law of another jurisdiction. Each of the parties party hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties party 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 in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert 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, (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 legal requirements, any claim that (i) the 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. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Alabama (i.e., without reference giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Alabama). Subject to Section 12(i) and the last sentence of this Section 12(g), each of the Parties hereby (i) irrevocably submits to the conflict exclusive jurisdiction of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action state court sitting in Shelby County, Alabama or federal court sitting in Jefferson County, Alabama in any action, suit or proceeding with respect arising out of or relating to this Agreement that by law cannot be resolved by arbitration and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment agrees that all claims 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 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 may be heard 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 determined in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably such court, (ii) waives, and agrees not to assert in any such suit, action or proceeding with respect to this Agreementproceeding, (a) any claim that it (A) such Party is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from of any legal process commenced other court to which proceedings in such courts court may be appealed, (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwiseB) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the such suit, action or proceeding in such court is brought in an inconvenient forum, forum or (iiC) the venue of such suit, action or proceeding is improper or improper, (iii) expressly waives any requirement for the posting of a bond by the party bringing such suit, action or proceeding and (iv) consents to process being served in any such suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof. Nothing in this AgreementAgreement shall affect or limit any right to serve process in any other manner permitted by law or shall be construed to prevent the Purchaser or the Company from bringing and pursuing, or in any way limit, the subject matter hereofright of the Purchaser or the Company to bring or pursue, may not be enforced any action arising out of or in connection with Sections 6(d), (e) or by such courts(f) in any jurisdiction where Seller is allegedly conducting the prohibited activity.

Governing Law; Jurisdiction. This Agreement agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the Delaware, U.S.A., its rules of conflict of laws principles thereofnotwithstanding. Each of Ashland and Buyer irrevocably submits to the parties hereto irrevocably agrees that exclusive jurisdiction of the Delaware Court of Chancery or, if such court does not have jurisdiction, any legal Delaware state court or United States Federal court sitting in the State of Delaware, and any appellate court from any thereof, for the purposes of any Proceeding arising out of this Agreement, the Ancillary Agreements, or any Contemplated Transaction (including any action or proceeding with respect to this Agreement and involving any of the rights and obligations arising hereunderFinancing Sources), or for recognition and or enforcement of any judgment judgment, and each party irrevocably and unconditionally agrees that all claims in respect of this Agreement such Proceeding may be heard in such state court or, to the extent permitted by applicable Law, in such Federal court. Each of Ashland and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively Buyer agree to commence any such Proceeding either in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the such Proceeding may not be brought in such court for jurisdictional reasons, in any Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal state court within or United States Federal court sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits Ashland and Buyer further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with regard respect to any matters to which such action party has submitted to jurisdiction in this Section 11.11. Each of Ashland and Buyer irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding for itself and in respect arising out 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 the Ancillary Agreements or any Contemplated Transaction, in any court other than referred to in the aforesaid courts. Each first sentence of the parties hereto this Section 11.11 and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim 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, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from that any legal process commenced in such courts (whether through service of noticeaction, 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 legal requirements, any claim that (i) the suit, action suit or proceeding brought in any such court is has been 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.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware without reference regard to the conflict choice of laws law principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction 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 Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular mattershall be unavailable, then any federal court within of the United States of America sitting in the State of Delaware)) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Service of process in connection with any such suit, 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 hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, consents to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert 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, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from in 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 legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or (iii) this Agreementproceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. If any party hereto shall commence an action or proceeding to enforce any provisions of the subject matter hereofTransaction Documents, may not then, the prevailing party in such action or proceeding shall be enforced in reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or by such courtsproceeding.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware applicable to contracts made and performed entirely within such state, without reference giving effect to the conflict its principles of laws principles thereof. conflicts of Laws. (b) Each of the parties hereto irrevocably party agrees that it will bring any legal action or proceeding with in respect of any claim arising out of or related to this Agreement and or 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 transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterdetermines that it lacks subject matter jurisdiction, any federal court within sitting in the State of Delaware and, if both the Court of Chancery and the federal courts sitting in the State of Delaware determine that they lack subject matter jurisdiction, any state court located in the State of Delaware) (and any courts from which appeals may be taken) (the “Chosen Courts”). Each , and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby irrevocably submits with regard Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding for itself in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iv) agrees that it will not bring any action relating to this Agreement service of process upon such party in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such action or proceeding will be effective if notice is given in accordance with Section 8.2 of the Merger Agreement, at the address of ABCB or FSC, as the case may be, as set forth therein or, with respect to this Agreementa Shareholder, (a) any claim that it is not personally subject to at the jurisdiction of address set forth below such Shareholder’s name on the above-named courts for any reason, (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 legal requirements, any claim that (i) the 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 courtssignature pages hereto.

Governing Law; Jurisdiction. This Assumption and Joinder Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Assumption and Joinder Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Assumption and Joinder 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 will not bring any action relating to this Assumption and Joinder Agreement or the matters contemplated hereby 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, Assumption and Joinder Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 4 and this Section 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 legal requirementslaw, any claim that (i) the 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, Assumption and Joinder Agreement or the subject matter hereof, 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. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4 or Section 7.3 of the Reorganization Agreement shall be deemed effective service of process on such party. 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 ASSUMPTION AND JOINDER AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.