Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantors, if any, irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties Company and the Guarantors, if any, irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, immunity to post-award attachment or otherwise) in any proceedings against it arising out of or based on this Indenture or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Lawlaw, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws laws of any other jurisdiction. Subject to the provisions of Section 8 9 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 9 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 11.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.146.6. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (and including, without limitation, any claims or disputes dispute arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwisethis Agreement) shall in all respects be governed by and construed under and in accordance with the Laws internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, including all matters of construction, validity that IAC is headquartered in New York City and performancethat, in each case the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any choice-of-law reason, maintainable in an appropriate federal court located in the State of New York in New York County or conflict an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution AgreementDelaware in New Castle County, and, in such case, each of the Parties irrevocably party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (ai) agrees that service of process may be made by mailing a copy of any relevant document to the Fairfax County Circuit Court and address of the party set forth above, (ii) waives to the fullest extent permitted by law any appeals courts thereof objection which it may now or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (hereafter have to the courts referred to in clauses above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (aiii) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and waives to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of fullest extent permitted by law any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to objection which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection may now or hereafter have to the laying of venue of in the courts referred to above as regards any action, suit or proceeding dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the transactions contemplated hereby parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in courts of any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumother jurisdiction.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against the Company or the Reference Entity with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture, the Guarantee or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties Company and the Reference Entity irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture, the Guarantee or the transactions contemplated hereby Notes brought in the Virginia Courtscourts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 9 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 9 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 11.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.1414. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the transactions contemplated hereby, and all disputes between the parties hereto under or relating to this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be governed by, and construed and enforced in accordance with, the internal Laws of the State of Delaware, without regard to any conflicts of law rules thereof that would result in the application of the Law of any other State. The Delaware Court of Chancery sitting in Wilmington, Delaware (and if the Delaware Court of Chancery shall be unavailable, any claims Delaware state court and the Federal court of the United States of America sitting in the State of Delaware) will have exclusive jurisdiction over any and all disputes among the parties hereto, whether at law or disputes in equity, based upon, arising out of or related thereto or relating to this Agreement and the transactions contemplated thereby hereby or the facts and circumstances leading to its execution and delivery, whether in contract, tort or otherwise. Each of the parties hereto irrevocably consents to and agrees to submit to the inducement exclusive jurisdiction of such courts, agrees that process may be served upon them in any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed manner authorized by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia CourtsDelaware, and hereby further irrevocably and unconditionally waives waives, and agrees not to plead or claim assert in any such court dispute, to the fullest extent permitted by applicable Law, any claim that (a) such party is not personally subject to the jurisdiction of such courts, (b) such party and such party’s property is immune from any legal process issued by such action, suit courts or proceeding brought (c) any litigation commenced in any such court has been courts is brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 14.14 IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 14.01. HOWEVER, THE FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY ANY OTHER LEGALLY AVAILABLE METHOD. Nothing in this Section 14.14 shall limit the jurisdictions in which a judgment may be enforced.

Governing Law; Jurisdiction. This Agreement (and any claims all disputes or disputes controversies arising out of or related thereto or relating to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) this Agreement shall in all respects be governed by by, and construed in accordance with with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference regard to any choice-of-law or conflict of law principles that might lead to would result in the application of any Law other than the Laws Law of the State of New York. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of any other jurisdictionParty’s Intellectual Property Rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. Subject The arbitration shall take place in Richmond, Virginia, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the provisions arbitration hearing as follows: (a) exchange of Section 8 witness lists and copies of documentary evidence and documents relating to or arising out of the Separation issues to be arbitrated, (b) depositions of all party witnesses, and Distribution (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each Party will bear its own costs in respect of any disputes arising under this Agreement, each . Each of the Parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals appellate courts thereof (the courts referred to or any Virginia State Court sitting in clauses (a) Henrico County, Virginia for itself and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to its property, generally and unconditionally, with regard to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit such action or proceeding arising out of or relating to this Agreement or and the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumhereby.

Governing Law; Jurisdiction. This Agreement (shall be deemed to have been executed and any claims or disputes arising out of or related thereto or to delivered in New York and both this Agreement and the transactions contemplated thereby or hereby shall be governed as to the inducement of any Party to enter thereinvalidity, whether for breach of contractinterpretation, tortious conduct or otherwise construction, effect, and whether predicated on common Law, statute or otherwise) shall in all other respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead regard to the application conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). The Exclusive Managing Agent and the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of Company: (a) agree that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the Fairfax County Circuit transactions contemplated hereby shall be instituted exclusively in the Supreme Court and any appeals courts thereof of the State of New York, New York County, or (b) in the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and New York, (b), ) waive any objection which it may have or hereafter to the “Virginia Courts”), for the purposes venue of any such suit, action or other proceeding proceeding, and (c) irrevocably consent to compel arbitration or for provisional relief in aid the jurisdiction of arbitration in accordance with Section 8 Supreme Court of the Separation State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Exclusive Managing Agent and Distribution Agreement the Company further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or to prevent irreparable harm, and to proceeding in the non-exclusive jurisdiction Supreme Court of the Virginia Courts State of New York, New York County, or in the United States District Court for the enforcement Southern District of any award issued thereunder. Each of the Parties further agrees New York and agree that service of any process, summons, notice or document process upon the Company mailed by U.S. registered certified mail to such Partythe Company’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process for any actionupon the Company, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any suit, action or proceeding, mailed by certified mail to each such actionExclusive Managing Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the served Exclusive Managing Agent, suit or proceeding brought in any such court has been brought in an inconvenient forumsuit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter thereinTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdictionWITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties Each party hereto irrevocably submits to the exclusive jurisdiction of (a) any court of the Fairfax County Circuit Court State of New York located in New York County, New York and any appeals courts thereof or (b) the United States District Court for the Eastern Southern District of Virginia New York, and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”)appellate court from any thereof, for the purposes of any suitproceeding arising out of or relating to this Agreement or the consummation of the transactions contemplated hereby, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement recognition or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderjudgment, and each party irrevocably and unconditionally agrees that all claims in respect of such proceeding may be heard in such state court or, to the extent permitted by applicable Law, in such federal court. Each party agrees to commence any such proceeding either in the United States District Court for the Southern District of New York (and appellate courts thereof) or, if such proceeding may not be brought in such court for jurisdictional reasons, in any court of the Parties State of New York located in New York County, New York (and appellate courts thereof). Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Partyparty’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement above shall be effective service of process for any action, suit or proceeding in the Virginia Courts New York with respect to any matters to which it such party has submitted to jurisdiction in this Section 12.149.8. Each of the Parties party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the consummation of the transactions contemplated hereby hereby, in any court referred to in the Virginia Courts, first sentence of this Section 9.8 and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by by, construed under, and construed enforced in accordance with the Laws of the State of New YorkDelaware, including all matters of construction, validity and performance, in each case without reference giving effect to any choice-of-law choice or conflict of law principles provision or rule (whether of the State of Delaware or any other jurisdiction) that might lead to would cause the application of the Laws of any jurisdiction other jurisdiction. Subject than the State of Delaware; provided that to the provisions of Section 8 extent a claim is brought under the Debt Commitment Letters, the Laws of the Separation State of New York shall apply (but, for the avoidance of doubt, the Laws of the State of Delaware shall apply in all cases with respect to the definition, interpretation of the meaning and Distribution Agreementapplication of Company Material Adverse Effect (or other similar event) and whether a Company Material Adverse Effect has occurred). In addition, each of the Parties parties hereto irrevocably submits agrees that any legal action or proceeding with respect to this Agreement and the exclusive jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of (a) any judgment in respect of this Agreement and the Fairfax County Circuit rights and obligations arising hereunder brought by any other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any appeals courts thereof 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) (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)collectively, the “Virginia Chosen Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further 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 Chosen Courts and agrees that service of it will not bring any process, summons, notice action relating to this Agreement or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 any of the Separation and Distribution transactions contemplated by this Agreement shall be effective service of process for in any action, suit or proceeding in court other than the Virginia Courts with respect to any matters to which it has submitted to jurisdiction aforesaid courts. Notwithstanding anything else in this Section 12.14. Each 9.4 or elsewhere in this Agreement, the parties hereto agree that New York State or United States federal courts sitting in the borough of Manhattan, New York City (and any New York State or United States Federal court from which appeal therefrom may validly be taken) shall have exclusive jurisdiction over the Parties irrevocably parties in and unconditionally waives over any objection to the laying of venue of any actionsuch Action, suit arbitration, claim or proceeding arising out brought against any financing source under the Debt Commitment Letters (including each Lender) or any of their respective Affiliates in connection with this Agreement Agreement, any Debt Commitment Letters or the transactions contemplated hereby in or thereby, or the Virginia Courtsfailure of such transactions to be consummated, and hereby further irrevocably and unconditionally waives and agrees not nothing in this Section 9.4 or elsewhere in this Agreement shall be construed to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumprovide otherwise.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any claims Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes, the Second Lien Trustee and the Second Lien Collateral Agent, that any legal action, suit or disputes proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New YorkYork or the courts of the United States located in the Borough of Manhattan, including all matters New York City, New York and, until amounts due and to become due in respect of constructionthe Notes have been paid, validity hereby irrevocably consent and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead submit to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the non exclusive jurisdiction of (a) the Fairfax County Circuit Court each such court in personam, generally and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred unconditionally with respect to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself and in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Issuer hereby irrevocably and unconditionally waives designates and appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any objection successor entity) as its authorized agent to the laying of venue receive and forward on its behalf service of any actionand all process which may be served in any such suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court and agrees that any such action, suit or proceeding brought service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such court has been brought suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in an inconvenient forumthis Section 14.08 shall affect the right of the holders to serve process in any manner permitted by law or limit the right of the holders to bring proceedings against a Guarantor or the Issuers in the courts of any jurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of America.

Governing Law; Jurisdiction. This Subscription Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity Delaware. The Subscriber irrevocably and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably unconditionally (i) submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive nonexclusive jurisdiction of the Virginia Courts for the enforcement Court of any award issued thereunder. Each Chancery of the Parties further agrees that service State of any processDelaware for New Castle County, summonsunless said court does not have subject matter jurisdiction, notice then in such appropriate U.S. federal or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding state court located in the Virginia Courts with respect to State of Delaware, and any matters to which it has submitted to jurisdiction appellate court from any thereof, in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any actionclaim, suit action or proceeding arising out of or in connection with this Agreement Subscription Agreement, or for recognition or enforcement of any judgment, (ii) agrees and consents that service of process as provided by the transactions contemplated hereby in laws of the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim State of Delaware may be made upon the Subscriber in any such court that any such actionsuit, suit action or proceeding brought in any of said courts, and that the Subscriber may not claim that any such court suit, action or proceeding has been brought in an inconvenient forumforum and (iii) agrees that nothing herein shall affect any right that the General Partner (or any of its lenders) or any of its respective affiliates may otherwise have to bring any suit, action or proceeding relating to this Subscription Agreement, the applicable Partnership Agreement or the OM against the Subscriber or its properties in the courts of any jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SIGNATURE PAGE Execution of this Subscription Agreement via this Signature Page (i) evidences the Subscriber’s agreement (1) to be bound by and adhere to this Subscription Agreement and (2) to be admitted as a Limited Partner of the Selected Fund with the commitments to each up to the amount as set out in the accompanying Subscriber Information Form, and (ii) shall authorize the General Partner, as attorney and agent on the Subscriber’s behalf, to execute and attach a counterpart signature page to the Partnership Agreement of the Selected Fund. The Subscriber confirms that the information contained in the Subscriber Information Form is complete and accurate and will notify the General Partner immediately of any change occurring prior to the acceptance of its subscription.

Governing Law; Jurisdiction. This Agreement (shall be construed and any claims or disputes arising out of or related thereto or to interpreted and the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be rights granted herein governed by and construed in accordance with the Laws laws of the State of New YorkDelaware applicable to contracts executed in and to be performed within such State, including all matters regardless of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles the laws that might lead otherwise govern under applicable principles of conflicts of laws. The Parties hereby irrevocably submit to the application jurisdiction of the Laws courts of any other jurisdiction. Subject to the State of Delaware and the Federal courts of the United States of America located in Delaware solely in respect of the interpretation and enforcement of the provisions of Section 8 this Agreement and of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts documents referred to in clauses (a) this Agreement, and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation and Distribution Agreement or to prevent irreparable harmtransactions contemplated hereby, and hereby waive, and agree not to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processassert, summons, notice or document by U.S. registered mail to such Party’s respective address set forth as a defense in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in for the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue interpretation or enforcement hereof or of any actionsuch document, suit that it is not subject thereto or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court has been brought jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in an inconvenient forumconnection with any such action or proceeding in the manner provided in Section 8(c) or in such other manner as may be permitted by law shall be valid and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES IN THIS SECTION 8(g).

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture or the transactions contemplated hereby Notes brought in the Virginia Courtscourts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters without giving effect to the choice of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law laws principles that might lead to the application thereof. Each of the Laws of any other jurisdiction. Subject to Underwriters and the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the Fairfax County Circuit transactions contemplated hereby shall be instituted exclusively in the Supreme Court and any appeals courts thereof of the State of New York, New York County, or (b) in the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and New York; (b), ) waives any objection which it may have now or hereafter to the “Virginia Courts”), for the purposes venue of any such suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmproceeding, and (c) irrevocably consents to the non-exclusive jurisdiction of the Virginia Courts Supreme Court of the State of New York, New York County, or of the United States District Court for the enforcement Southern District of New York in any award issued thereundersuch suit, action or proceeding. Each of the Parties Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of any process, summons, notice or document process upon the Company mailed by U.S. registered certified mail to such Partythe Company’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement or delivered via overnight delivery shall be deemed in every respect effective service of process for any actionupon the Company, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such actionsuit, suit action or proceeding brought proceeding, and service of process upon the Underwriters mailed by certified mail to the Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Underwriters, in any such court has been brought in an inconvenient forumsuit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction. This Agreement (letter agreement and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) schedules hereto shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case without reference regard to any choice-of-law or conflict applicable conflicts of law principles that might lead to would cause the application of the Laws laws of any other jurisdiction. Subject All actions arising out of or relating to this letter agreement shall be heard and determined exclusively in any New York federal court sitting in the provisions Borough of Section 8 Manhattan of the Separation City of New York, provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and Distribution Agreementdetermined exclusively in the New York State Supreme Court Commercial Division in and for New York County, each New York. Each of the Parties parties hereto hereby (a) irrevocably submits for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of (a) any of the Fairfax County Circuit Court above-named courts for the purpose of any action arising under the laws of the State of New York out of or relating to this letter agreement brought by any party hereto and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)irrevocably waives, the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 8, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that any such action, suit or proceeding brought (A) the action in any such court has been is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this letter agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further hereto irrevocably agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit legal action or proceeding in the Virginia Courts with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any matters 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 New York State Supreme Court located in Erie County and any state appellate court therefrom within the State of New York (or, if the New York State Supreme Court located in Erie County declines to which it has submitted to accept jurisdiction over a particular matter, the federal court in this Section 12.14the Western District of New York). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and unconditionally waives any objection in respect of their property, generally and unconditionally, to the laying personal jurisdiction of venue of the aforesaid courts and agrees that they will not bring any action, suit or proceeding arising out of action relating to this Agreement or in any court other than the transactions contemplated aforesaid courts. Each of the Parties hereto hereby in the Virginia Courtsirrevocably waives, and hereby further irrevocably and unconditionally waives and agrees not to plead assert in any action or proceeding with respect to this Agreement, (i) any claim in that they are not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that they or 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 (iii) to the fullest extent permitted by applicable legal requirements, any claim that any such action(A) the suit, suit action or proceeding brought in any such court has been is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any claims Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes and the Trustee, that any legal action, suit or disputes proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New YorkYork or the courts of the United States located in the Borough of Manhattan, including all matters New York City, New York and, until amounts due and to become due in respect of constructionthe Notes have been paid, validity hereby irrevocably consent and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead submit to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the non exclusive jurisdiction of (a) the Fairfax County Circuit Court each such court in personam, generally and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred unconditionally with respect to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself and in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Issuer hereby irrevocably and unconditionally waives designates and appoints Mallinckrodt Enterprises LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any objection successor entity) as its authorized agent to the laying of venue receive and forward on its behalf service of any actionand all process which may be served in any such suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court and agrees that any such action, suit or proceeding brought service of process upon Mallinckrodt Enterprises LLC shall be deemed in every respect effective service of process upon the Issuer in any such court has been brought suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in an inconvenient forumthis Section 13.08 shall affect the right of the holders to serve process in any manner permitted by law or limit the right of the holders to bring proceedings against a Guarantor or the Issuers in the courts of any jurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of America.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE, EACH NOTE AND THE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE AND THE GUARANTEE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture, the Notes or to the transactions contemplated thereby or to Guarantee may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for of America located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties Company and the Guarantor irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States of America located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) Mortgage shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead except to the application extent that the law of another jurisdiction may be mandatorily applicable to proceedings taken for the enforcement of the Laws of any other jurisdiction. Subject to the provisions of Section 8 rights and remedies of the Separation and Distribution AgreementMortgagee hereunder, provided that any such rights or remedies which shall be valid under the laws of such other jurisdiction shall not be affected by any invalidity thereof under the laws of the State of New York. Without limiting the right of the Mortgagee to bring any action or proceeding against the Grantor or against property of the Grantor arising out of or relating to this Mortgage (an “Action”) in any jurisdiction where such property is located, each of the Parties Grantor and the Mortgagee hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of any New York State or Federal Court sitting in New York City. The Grantor hereby irrevocably waives, to the Virginia Courts for fullest extent it may effectively do so, the enforcement defense of an inconvenient forum to the maintenance of any award issued thereunderAction in any jurisdiction and any right, claim or defense of any immunity on the basis of sovereignty or otherwise which the Grantor may have in connection with, arising out of or relating to this Mortgage. Each The Grantor hereby irrevocably appoints and designates CT CORPORATION SYSTEM located in New York, New York (“CT Corp.”) as its duly authorized agent for service of legal process and agrees that the summons and complaint or any other process in any Action in any jurisdiction may be served by registered or certified mail addressed to any of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address addresses set forth in Section 10.6 below or by hand delivery to a person of suitable age and discretion at any of the Separation and Distribution Agreement shall addresses set forth below. Such service will be effective service of complete on the date such process for is so delivered. The Grantor may also be served in any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction other manner permitted by applicable law. Nothing contained in this Section 12.14. Each 5.4 shall be interpreted to prohibit any of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Mortgagee or the transactions contemplated hereby Grantor from bringing an action against the Registrar of the International Registry in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumRepublic of Ireland.

Governing Law; Jurisdiction. This Agreement (THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York, and any claims appellate court from any thereof, in any action or disputes proceeding arising out of or related thereto relating to this Note or the Securities, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the transactions contemplated thereby jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the inducement of any Party to enter thereinfullest extent permitted by applicable law, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws such federal court. Each of the State parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Note or in any other Securities shall affect any right that the Holder of New York, including all matters of construction, validity and performance, this Note may otherwise have to bring any action or proceeding relating to this Note or any other Securities against the Issuer or its properties in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws courts of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties parties hereto hereby irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement Note or the transactions contemplated other Securities in any New York State or federal court of the United States of America sitting in New York County. Each of the parties hereto hereby in irrevocably waives, to the Virginia Courtsfullest extent permitted by law, and hereby further irrevocably and unconditionally waives and agrees not the defense of an inconvenient forum to plead the maintenance of such action or claim proceeding in any such court that court. Each party to this Note irrevocably consents to service of process in the manner provided for notices in Section 14(b). Nothing in this Note will affect the right of any such action, suit party to this Note or proceeding brought any other Securities to serve process in any such court has been brought in an inconvenient forumother manner permitted by 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 relate to this Agreement or the negotiation, execution or performance of this Agreement (and including any claims claim or disputes cause of action based upon, arising out of or related thereto to any representation or to the transactions contemplated thereby warranty made in or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwisein connection with this Agreement) shall in all respects be governed by and construed in accordance with the Laws law of the State of New YorkDelaware, including all matters regardless of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles the laws that might lead to the application otherwise govern under applicable principles of conflicts of laws. Each of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation parties hereto hereby irrevocably and Distribution Agreementunconditionally (a) submits, each of the Parties irrevocably submits for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (a) or, only if the Fairfax County Circuit Delaware Court and any appeals courts thereof of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or (b) the United States District Court for the Eastern District of Virginia Delaware), and any appeals courts thereof appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the courts referred Delaware Court of Chancery declines to in clauses (a) and accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), (b)) waives, to the “Virginia Courts”)fullest extent it may legally and effectively do so, for any objection which it may now or hereafter have to the purposes laying of venue of any suit, action or other proceeding arising out of or relating to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution 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 prevent irreparable harmany representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, and (c) waives, to the non-exclusive jurisdiction fullest extent permitted by Law, the defense of an inconvenient forum to the Virginia Courts for maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the enforcement of judgment or in any award issued thereunderother manner provided by Law. Each of the Parties further parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such Party’s respective it at the applicable address set forth in Section 10.6 of the Separation and Distribution Agreement 3.8 shall be effective service of process for any actionsuit, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forumcourt.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) Warrant shall in all respects be governed by by, and construed in accordance with with, the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead regard to the application conflicts of laws provisions thereof. Holder and the Company hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive jurisdiction of the Laws of any other jurisdiction. Subject to the provisions of Section 8 Supreme Court of the Separation State of New York sitting in New York County and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for of the Eastern Southern District of Virginia New York, and any appeals courts thereof (the courts referred to appellate court from any thereof, in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding arising out of or relating to compel arbitration this Warrant, or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement recognition or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processjudgment, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties hereby irrevocably and unconditionally waives agree that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Holder and the Company hereby 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. Holder and the Company hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby Warrant in the Virginia Courtsany court referred to above, and hereby further irrevocably and unconditionally waives and agrees not waive, to plead the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or claim proceeding in any such court that any such action, suit or proceeding brought court. Holder and the Company irrevocably consent to service of process in the manner provided for notices above. Nothing in this Agreement will affect the right of the Holder to serve process in any such court has been brought in an inconvenient forumother manner permitted by law. HOLDER AND THE COMPANY HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). HOLDER AND THE COMPANY CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF HOLDER OR THE COMPANY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Governing Law; Jurisdiction. This Agreement BOTH PARTIES AGREE THAT THIS LEASE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF BOTH PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE. Sublessee hereby irrevocably consents and agrees that any claims legal action, suit, or disputes proceeding arising out of or related thereto in any way in connection with this Agreement may be instituted or to brought in the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law York or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States U.S. District Court for the Eastern Southern District of Virginia New York, as Sublessor may elect, and any appeals courts thereof (the courts referred to in clauses (a) by execution and (b)delivery of this Agreement, the “Virginia Courts”)Sublessee hereby irrevocably accepts and submits to, for the purposes itself and in respect of any suitits property, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation generally and Distribution Agreement or to prevent irreparable harmunconditionally, and to the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Notwithstanding anything in the Virginia Courts for foregoing to the enforcement of any award issued thereunder. Each contrary, the parties may bring a judicial proceeding against the registrar of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding International Registry in the Virginia Courts Republic of Ireland, solely with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection relating to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.International Registry itself. SUBLESSEE ALSO HEREBY KNOWINGLY AND FREELY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING HEREFROM OR IN RELATION HERETO

Governing Law; Jurisdiction. This To the extent not governed by the Bankruptcy Code, this Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by by, and construed interpreted in accordance with with, the Laws of the State of New York, including all matters of construction, validity York applicable to contracts made and performance, to be performed in each case that State without reference to any choice-of-law or its conflict of law principles laws rules. The parties hereto agree that might lead to the application appropriate and exclusive forum for any disputes arising out of this Agreement between the Laws of Company and the Investor shall be the Bankruptcy Court, or if such court will not hear any other jurisdiction. Subject to such suit, any federal or state court located in New York County, New York, and, the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties parties hereto irrevocably submits consent to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmsuch courts, and agree to comply with all requirements necessary to give such courts jurisdiction. The parties hereto further agree that the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, parties will not bring suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding disputes arising out of this Agreement except as expressly set forth below for the execution or the transactions contemplated hereby in the Virginia Courtsenforcement of judgment, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that jurisdiction other than the above specified courts. Each of the parties hereto irrevocably consents to the service of process in any such action, suit action or proceeding brought hereunder by the mailing of copies thereof by registered or certified airmail, postage prepaid, to the address specified in Section 9.03 hereof. The foregoing shall not limit the rights of any party hereto to serve process in any such court has been brought other manner permitted by the Law or to obtain execution of judgment in an inconvenient forumany other jurisdiction. The parties further agree, to the extent permitted by Law, that final and non-appealable judgment against any of them 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 the amount of indebtedness. THE PARTIES AGREE TO WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL WITH RESPECT TO DISPUTES ARISING OUT OF THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement (and any claims Any dispute, disagreement, conflict of interpretation or disputes claim arising out of or related thereto relating to this Agreement, or to the transactions contemplated thereby or to the inducement of any Party to enter thereinits enforcement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York. Sellers and Purchasers hereby irrevocably and unconditionally submit, including all matters of constructionfor themselves and their property, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application nonexclusive jurisdiction of the Laws of any other jurisdiction. Subject to the provisions of Section 8 Supreme Court of the Separation State of New York sitting in New York County and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for of the Eastern Southern District of Virginia New York, and any appeals courts thereof (the courts referred to appellate court from any thereof, in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding arising out of or relating to compel arbitration this Agreement, or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement recognition or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Parties further parties hereto agrees that service of a final judgment in any process, summons, notice such action or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement proceeding shall be effective service of process for conclusive and may be enforced in other jurisdictions by suit on the judgment or in any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14other manner provided by law. Each of the Parties party hereby irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim proceeding in any such court that court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices below. Nothing in this Agreement will affect the right of any such action, suit or proceeding brought party to this Agreement to serve process in any such court has been brought in an inconvenient forumother manner permitted by law. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. This Agreement (and THIS GUARANTEE, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE THAT APPLY TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OR OF ANY OTHER JURISDICTION. Each party hereto irrevocably agrees that any claims or disputes Proceeding arising out of or related thereto or relating to this Guarantee shall be brought and determined in the transactions contemplated thereby or to the inducement Court of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws Chancery of the State of New YorkDelaware or, including all matters of constructionif exclusive jurisdiction over the matter is vested in the federal courts, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application court of the Laws United States located in the State of Delaware (and each such party shall not bring any Proceeding arising out of or relating to this Guarantee in any court other jurisdiction. Subject to than the provisions of Section 8 of the Separation aforesaid courts), and Distribution Agreement, each of the Parties Guarantor and the Guaranteed Party hereby irrevocably submits with regard to any such Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderaforesaid courts. Each of Guarantor and the Parties further agrees that service of any processGuaranteed Party hereby irrevocably waives, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead assert, by way of motion, as a defense, counterclaim or otherwise, in any such Proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court that any such action, suit or proceeding brought in any such court has been is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Guarantee or the subject matter hereof, may not be enforced in or by such courts. Such courts are hereby expressly authorized to establish such extension period as referred to in the fourth sentence of Section 9.13(a) of the Merger Agreement as they may deem appropriate.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any claims Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes, the First Lien Trustee and the First Lien Collateral Agent, that any legal action, suit or disputes proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New YorkYork or the courts of the United States located in the Borough of Manhattan, including all matters New York City, New York and, until amounts due and to become due in respect of constructionthe Notes have been paid, validity hereby irrevocably consent and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead submit to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the non exclusive jurisdiction of (a) the Fairfax County Circuit Court each such court in personam, generally and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred unconditionally with respect to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself and in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Issuer hereby irrevocably and unconditionally waives designates and appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any objection successor entity) as its authorized agent to the laying of venue receive and forward on its behalf service of any actionand all process which may be served in any such suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court and agrees that any such action, suit or proceeding brought service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such court has been brought suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in an inconvenient forumthis Section 14.08 shall affect the right of the holders to serve process in any manner permitted by law or limit the right of the holders to bring proceedings against a Guarantor or the Issuers in the courts of any jurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the 100 execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of America.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, EACH NOTE AND THE GUARANTEE (IF ANY), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE OR THE GUARANTEE (IF ANY), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK). Each of the Company, the Trustee and, by their acceptance of the Notes, the Holders, irrevocably consents and agrees, for the benefit of the Company, the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties Company, the Trustee and, by their acceptance of the Notes, the Holders, irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 9 of the Master Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 9 of the Master Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 11.6 of the Master Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.1414. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. (a) This Agreement (and any all disputes, controversies or claims or disputes relating to, arising out of or related thereto under, or to in connection with this Agreement and the transactions contemplated thereby or to hereby, including the inducement of any Party to enter thereinnegotiation, whether for breach of contractexecution and performance hereunder, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by by, and construed in accordance with with, the Laws internal substantive laws of the State of New York, including all matters of constructionexcluding, validity and performanceto the greatest extent a New York court would permit, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each Each of the Parties irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of (ai) the Fairfax County Circuit Court courts of the State of New York, and any appeals courts thereof or (bii) the United States District Court for the Eastern Southern District of Virginia and any appeals New York (together with appropriate appellate courts thereof (the courts referred to in clauses (a) and (b)therefrom, the “Virginia New York Courts”), for the purposes of any dispute, claim, controversy, suit, action or other proceeding to compel arbitration or for provisional relief in aid arising out of arbitration in accordance with Section 8 of the Separation and Distribution this Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereundertransaction contemplated hereby or thereby. Each of the Parties hereto further agrees that and covenants (i) to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York and (ii) to not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties hereby irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 10.6 of the Separation 10.04 and Distribution Agreement agrees that such service shall be effective service of process for any action, suit or proceeding in the Virginia New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.1410.12. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by Applicable Law. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION). By the execution and any claims or disputes arising out delivery of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreementthis Indenture, each of the Parties Company and the Guarantor (i) irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court designates and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia appoints, and any appeals courts thereof (the courts referred to acknowledges that it has irrevocably designated and appointed, Transocean Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding arising out of or relating to compel arbitration the Bonds, the Guarantee or for provisional relief this Indenture that may be instituted in aid any United States federal or New York state court in The City of arbitration New York or brought under federal or state securities laws or brought by the Trustee (whether in accordance with its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 8 6.05, any Holder in any United States federal or New York state court in The City of the Separation and Distribution Agreement or to prevent irreparable harmNew York, and (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Virginia Courts for Company and written notice of said service to the enforcement Company (mailed or delivered to its Secretary at its principal office specified in Section 17.03), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any award issued thereunderand all such documents and instruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Bonds shall be outstanding or any amounts shall be payable in respect of any Bonds. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of Company and the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties Guarantor irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding brought in any such court. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court has been brought or from any legal process (whether through service of notice, attachment prior to judgment, attachment in an inconvenient forumaid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Bonds and the Guarantee, to the extent permitted by law.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture or the transactions contemplated hereby Notes brought in the Virginia Courtscourts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims Any dispute, disagreement, conflict of interpretation or disputes claim arising out of or related thereto relating to this Agreement, or to the transactions contemplated thereby or to the inducement of any Party to enter thereinits enforcement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York. Seller and Purchasers hereby irrevocably and unconditionally submit, including all matters of constructionfor themselves and their property, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application nonexclusive jurisdiction of the Laws of any other jurisdiction. Subject to the provisions of Section 8 Supreme Court of the Separation State of New York sitting in New York County and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for of the Eastern Southern District of Virginia New York, and any appeals courts thereof (the courts referred to appellate court from any thereof, in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding arising out of or relating to compel arbitration this Agreement, or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement recognition or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Parties further parties hereto agrees that service of a final judgment in any process, summons, notice such action or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement proceeding shall be effective service of process for conclusive and may be enforced in other jurisdictions by suit on the judgment or in any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14other manner provided by law. Each of the Parties party hereby irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim proceeding in any such court that court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices below. Nothing in this Agreement will affect the right of any such action, suit or proceeding brought party to this Agreement to serve process in any such court has been brought in an inconvenient forumother manner permitted by law. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Lawlaw, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws laws of any other jurisdiction. Subject to the provisions of Section 8 Article VIII of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 Article VIII of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.145.6. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Lawlaw, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws laws of any other jurisdiction. Subject to the provisions of Section 8 Article IX of the Master Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 Article IX of the Master Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 11.6 of the Master Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.145.6. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (iii) the Company was formed pursuant to the laws of the State of Wyoming and prior to the Effective Date of the Registration Statement intends to reincorporate in the State of Delaware; (iv) the principal place of business of the Purchaser is located in the State of New York; (vi) the principal place of business of the Company is presently located in Arizona; (vi) the Purchaser does business throughout the United States; and (viii) the Company contemplates doing business in North Dakota and other states, in order to avoid the question of which state law shall be applicable, the parties agree that: This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by construed, governed, applied and construed enforced in accordance with the Laws laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead giving effect to the application principles of conflicts of law. Moreover, the parties agree that pursuant to Section 5-1401 of the Laws General Obligations Law of any other jurisdiction. Subject New York, if applicable, this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the provisions of Section 8 laws of the Separation State of New York, without giving effect to the principles of conflicts of law. The parties hereby consent to and Distribution Agreement, each of the Parties irrevocably submits submit to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to of the State of New York, County of New York, as properly having venue in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding in relation to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderthis Agreement. Each of the Parties further agrees that The parties hereby waive personal service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of all process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim specifically consent that in any such court that any such action, suit action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Agreement and agree that any such court has been brought in an inconvenient forumdispute shall, at the option of any party, be tried before a judge sitting without a jury.

Governing Law; Jurisdiction. This Subscription Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New YorkNevada, including all matters of construction, validity and performance, in each case without reference regard to any choice-of-law or conflict the conflicts of law principles that might lead provisions thereof. Each of the subscriber and the company consents to the application of the Laws jurisdiction of any state or federal court of competent jurisdiction located within the state of Nevada and no other jurisdictionplace and irrevocably agrees that all actions or proceedings relating to this subscription agreement not arising under the federal securities laws may be litigated in such courts. Subject to Each of subscriber and the provisions of Section 8 of the Separation company accepts for itself and Distribution Agreementhimself and in connection with its and his respective properties, each of the Parties irrevocably submits to generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and waives any defense of forum non convenience, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this subscription agreement not arising under the federal securities laws. Each of subscriber and the company further irrevocably consents to the service of process out of any of the aforementioned courts in the manner and in the address specified in section 7 and the signature page of this subscription agreement. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise and including claims under the federal securities laws) arising out of or relating to this subscription agreement or the actions of either party in the negotiation, administration, performance and enforcement thereof. Each of the parties hereto also waives any bond or surety or security upon such bond which might, but for this waiver, be required of such party. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this subscription agreement. In the event of litigation, this subscription agreement may be filed as a written consent to a trial by the court. By agreeing to this waiver, the subscriber is not deemed to waive the company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder, Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the Fairfax County Circuit Court and any appeals courts thereof date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows: If to the Company, to: Bounce Mobile Systems, Inc. Attn: Chief Executive Officer 000 Xxxxxx Xx., STE 200-A, Reno, NV, United States District Court for States, 89502 If to a Subscriber, to Subscriber’s address as shown on the Eastern District of Virginia and any appeals courts thereof (signature page hereto or to such other address as may be specified by written notice from time to time by the courts referred party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in clauses accordance with (a) and or (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum) above.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters without giving effect to the choice of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law laws principles that might lead to the application thereof. Each of the Laws of any other jurisdiction. Subject to Placement Agent and the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the Fairfax County Circuit transactions contemplated hereby shall be instituted exclusively in the Supreme Court and any appeals courts thereof of the State of New York, New York County, or (b) in the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and New York; (b), ) waives any objection which it may have now or hereafter to the “Virginia Courts”), for the purposes venue of any such suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation proceeding; and Distribution Agreement or to prevent irreparable harm, and (c) irrevocably consents to the non-exclusive jurisdiction of the Virginia Courts Supreme Court of the State of New York, New York County, or of the United States District Court for the enforcement Southern District of New York in any award issued thereundersuch suit, action or proceeding. Each of the Parties Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of any process, summons, notice or document process upon the Company mailed by U.S. registered certified mail to such Partythe Company’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement or delivered via overnight delivery shall be deemed in every respect effective service of process for any actionupon the Company, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such actionsuit, suit action or proceeding brought proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement Agent’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Placement Agent, in any such court has been brought in an inconvenient forumsuit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction. This Agreement (and any claims claim related directly or disputes arising out of or related thereto or indirectly to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) this Agreement shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters without regard to the principles of construction, validity and performance, in each case without reference to any choice-of-law or conflict conflicts of law principles thereof that might lead would defer to the application of the Laws substantive laws of any other jurisdiction. Subject The parties agree that, during the period from the Petition Date until the date on which the Bankruptcy Case is closed or dismissed (the “Bankruptcy Period”), the Bankruptcy Court shall have exclusive jurisdiction to resolve any controversy, claim or dispute arising out of or relating to this Agreement or any other agreement entered into in connection herewith, including the provisions of Section 8 DIP Facility and any other agreement entered into by the parties in contemplation thereof, the implementation and enforcement hereof or thereof or the breach hereof or thereof. The parties further agree that, prior to and following the Bankruptcy Period, any action or proceeding with respect to such controversy, claim or dispute shall be brought against any of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) parties exclusively in the United States District Court for the Eastern Southern District of Virginia New York, and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 each of the Separation parties hereby consents to the personal jurisdiction of such court and Distribution Agreement or to prevent irreparable harm, the Bankruptcy Court (and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of appropriate appellate courts) in any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit action or proceeding in the Virginia Courts with respect to and waives any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives objection, including, without limitation, any objection to the laying of venue or on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of such action or proceeding in such respective jurisdictions. Each party hereby irrevocably consents to the service of process of any action, suit of the aforesaid courts in any such action or proceeding arising out by the mailing of copies thereof by registered or certified mail, postage prepaid, to the other parties to such action or proceeding. Each party acknowledges and agrees that any controversy which may arise under this Agreement or the transactions contemplated hereby in the Virginia Courtsis likely to involve complicated and difficult issues, and therefore each party hereby further irrevocably and unconditionally waives and agrees not any right such party may have to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient foruma trial by jury.

Governing Law; Jurisdiction. This Letter Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws internal law of the State of New York applicable to agreements made and to be performed entirely within the State of New York, without regard to the conflicts of law principles of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution AgreementIn addition, each of the Parties parties hereto irrevocably agrees that any legal suit, action or proceeding with respect to this Letter Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter 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 any federal or state court located in Charlotte, North Carolina. Each party hereto agrees that any such suit, action or proceeding will constitute a mandatory complex business case under Chapter 7A, Section 45.4 of the North Carolina General Statutes, as may be amended from time to time, and, if a party initiates such a suit, action or proceeding in North Carolina state court, it must be brought in the North Carolina Business Court as a mandatory complex business case. Each of the parties hereto hereby irrevocably submits with regard to any such suit, action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of (a) the Fairfax County Circuit Court aforesaid courts and agrees that it will not bring any appeals courts thereof action relating to this Letter Agreement or (b) any of the United States District Court for transactions contemplated by this Letter Agreement in any court other than the Eastern District aforesaid courts. Each of Virginia the parties hereto hereby irrevocably waives, and any appeals courts thereof (the courts referred agrees not to assert as a defense, counterclaim or otherwise, in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or proceeding with respect to this Letter Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other proceeding than the failure to compel arbitration serve in accordance with this Section 7, (b) any claim that it or for provisional relief 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 arbitration in accordance with Section 8 execution of the Separation judgment, execution of judgment or otherwise) and Distribution Agreement or to prevent irreparable harm, and (c) to the non-exclusive jurisdiction of fullest extent permitted by the Virginia Courts for applicable law, any claim that (i) the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processsuit, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit action or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been is brought in an inconvenient forum., (ii) the venue of such suit, action or proceeding is improper or (iii) this Letter 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 suit, action or proceeding shall be effective if such process is given as a notice in accordance with Section 9 of this Letter Agreement. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION. Pioneer Parent, Inc. August 4, 2014

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 9 of the Master Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 9 of the Master Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 11.6 of the Master Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.146.6. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws internal laws of the State of New York, including all matters Delaware (without giving effect to the principles of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead Laws thereof), except to the application of extent that the Laws of such state are superseded by the Bankruptcy Code. Without limiting any other jurisdiction. Subject Party’s right to appeal any order of the Bankruptcy Court, the Parties agree that if any dispute arises out of or in connection with this Agreement or any of the documents executed hereunder or in connection herewith, the Bankruptcy Court shall have exclusive personal and subject matter jurisdiction and shall be the exclusive venue to resolve any and all disputes relating to the provisions of Section 8 transactions contemplated hereby and any of the Separation documents executed hereunder or in connection herewith. Such court shall have sole jurisdiction over such matters and Distribution Agreement, each of the Parties affected thereby and Buyer and each Seller each hereby consent and submit to such jurisdiction; provided, however, that if the Chapter 11 Case shall have closed and cannot be reopened, the Parties agree to unconditionally and irrevocably submits submit to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District State of Virginia Delaware and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”)appellate court thereof, for the purposes resolution of any suitsuch claim or dispute. The Parties hereby irrevocably waive, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processfullest extent permitted by applicable Law, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection which they may now or hereafter have to the laying of venue of any action, suit such dispute brought in such court or proceeding arising out any defense of this Agreement or inconvenient forum for the transactions contemplated hereby in maintenance of such dispute. Each of the Virginia Courts, and hereby further irrevocably and unconditionally waives and Parties hereto agrees not to plead or claim that a judgment in any such court that dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. In the event any such action, suit or proceeding brought is commenced, the Parties hereby agree and consent that service of process may be made, and personal jurisdiction over any Party hereto in any such court action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and other pleadings required to commence such action, suit or proceeding upon the Party at the address of such Party set forth in Section 7.4, unless another address has been brought designated by such Party in an inconvenient foruma notice given to the other Parties in accordance with the provisions of Section 7.4.

Governing Law; Jurisdiction. This Agreement THE INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR THERETO). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance connection with the Laws Indenture or the Notes may be brought in the courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of this Agreement or in connection with the Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters without giving effect to the choice of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law laws principles that might lead to the application thereof. Each of the Laws of any other jurisdiction. Subject to Underwriter and the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the Fairfax County Circuit transactions contemplated hereby shall be instituted exclusively in the Supreme Court and any appeals courts thereof of the State of New York, New York County, or (b) in the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and New York, (b), ) waives any objection which it may have now or hereafter to the “Virginia Courts”), for the purposes venue of any such suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmproceeding, and (c) irrevocably consents to the non-exclusive jurisdiction of the Virginia Courts Supreme Court of the State of New York, New York County, or of the United States District Court for the enforcement Southern District of New York in any award issued thereundersuch suit, action or proceeding. Each of the Parties Underwriter and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of any process, summons, notice or document process upon the Company mailed by U.S. registered certified mail to such Partythe Company’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement or delivered via overnight delivery shall be deemed in every respect effective service of process for any actionupon the Company, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such actionsuit, suit action or proceeding brought proceeding, and service of process upon the Underwriter mailed by certified mail to the Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Underwriter, in any such court has been brought in an inconvenient forumsuit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE XXXXXXXXXX.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed and enforced in accordance with the Laws internal laws of the State of New York, including all matters . Any legal action or other legal proceeding relating to this Agreement or the enforcement of construction, validity and performance, any provision of this Agreement may be brought or otherwise commenced in each case without reference to any choice-of-law state or conflict federal court located in the State of law principles that might lead New York. Each party hereto agrees to the application entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 8.2 by the state and federal courts located in the State of New York and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the Laws laws or public policy of the laws of the State of New York or any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably VAC hereby submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for Federal and state courts in the enforcement Borough of Manhattan in The City of New York in any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in arising out of or relating to this Agreement or the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14transactions contemplated hereby. Each of the Parties VAC irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Virginia Courts, Borough of Manhattan in the City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. VAC irrevocably and unconditionally appoints ValueAct Capital Management LLC as its agent of service in the United States in any suit described in this paragraph. VAC agrees that service of process in any such suit may be made upon it at the office of its agent. VAC waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. VAC represents and warrants that its agent has agreed to act as agent for service of process, and each agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Governing Law; Jurisdiction. This Subscription Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity Texas. The Subscriber and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead the Company consents to the application of the Laws jurisdiction of any state or federal court of competent jurisdiction located within TEXAS and no other jurisdictionplace and irrevocably agrees that all actions or proceedings relating to this Subscription Agreement may be litigated in such courts. Subject to The Subscriber and the provisions of Section 8 of the Separation Company accepts for itself and Distribution Agreementhimself and in connection with its and his respective properties, each of the Parties irrevocably submits to generally and unconditionally, the exclusive jurisdiction of (a) the Fairfax County Circuit Court aforesaid courts and waives any appeals courts thereof or (b) the United States District Court for the Eastern District defense of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmforum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Subscription Agreement. The Subscriber and the Company further irrevocably consents to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for out of any of the aforementioned courts in the manner and in the address specified in this Subscription Agreement. Both Parties hereto hereby irrevocably waive all right to trial by jury in any action, suit proceeding or proceeding counterclaim (whether based in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any actioncontract, suit tort or proceeding otherwise) arising out of or relating to this Subscription Agreement or the transactions contemplated hereby actions of either party in the Virginia Courtsnegotiation, administration, performance and enforcement thereof. Both Parties hereto also waive any bond or surety or security upon such bond which might, but for this waiver, be required of the Parties. Both Parties hereto further warrant and represent that they knowingly and voluntarily waive their jury trial rights. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and hereby further irrevocably and unconditionally waives and agrees not this waiver shall apply to plead any subsequent amendments, renewals, supplements or claim in any such court that any such actionmodifications to this Subscription Agreement. In the event of litigation, suit or proceeding brought in any such court has been brought in an inconvenient forumthis Subscription Agreement may be filed as a written consent to a trial by the court.

Governing Law; Jurisdiction. This Agreement THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, EXCEPT THAT THE PROVISIONS OF THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL APPLY (X) WITH RESPECT TO THE RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS OF THE COMPANY AND (Y) WHERE SUCH PROVISIONS ARE OTHERWISE MANDATORILY APPLICABLE. The parties hereby irrevocably submit to the exclusive personal jurisdiction of any Federal court located in the Commonwealth of Pennsylvania and any claims or disputes arising out state court located in the Commonwealth of or related thereto or Pennsylvania (the “Chosen Courts”) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated thereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and the parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such parties and, to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common extent permitted by Law, statute or otherwise) shall in all respects be governed by over the subject matter of such dispute and construed in accordance with the Laws agree that mailing of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action process or other proceeding to compel arbitration or for provisional relief papers in aid of arbitration in accordance connection with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction manner provided in this Section 12.1410(a) or in such other manner as may be permitted by law shall be valid, effective and sufficient service thereof. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim The parties hereto agree that a final judgment in any such court that any such action, suit action or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court has been brought in an inconvenient forumjudgment.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustees, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby Notes may be brought in any United States federal or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New YorkYork court located in the Borough of Manhattan, including all matters of constructionNew York City, validity New York and, until amounts due and performance, to become due in each case without reference to any choice-of-law or conflict of law principles that might lead to the application respect of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of each such court with respect to any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any legal action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby Indenture brought in the Virginia Courtsany United States federal or State of New York court located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company shall appoint Registered Agent Solutions Inc. as its agent for service of process in any suit, action or proceeding with respect to this Indenture and the Notes and for actions brought under the U.S. federal or state securities laws brought in any U.S. federal or state court located in the Borough of Manhattan in the City of New York. Service of any process on Registered Agent Solutions Inc. in any such action (and written notice of such service to the Company) shall be effective service of process against the Company for any suit, action or proceeding brought in any such court.

Governing Law; Jurisdiction. This Agreement (shall be interpreted, construed and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case York without reference regard to any choice-of-law or conflict the conflicts of law principles that might lead thereof. Notwithstanding the foregoing, the following matters arising out of or relating to the application of this Agreement shall be construed, performed and enforced in accordance with the Laws of any other jurisdiction. Subject to the provisions Cayman Islands in respect of Section 8 of which the Separation and Distribution Agreement, each of the Parties parties hereto hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and submit to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each courts of the Parties further agrees that service Cayman Islands: the Merger, the vesting of any processthe rights, summonsproperty, notice or document by U.S. registered mail to such Party’s respective address set forth choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Shares, the rights provided in Section 10.6 238 of the Separation CICL, the fiduciary or other duties of the Company Board and Distribution the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be effective service of process for heard and determined exclusively in any action, suit or proceeding New York federal court sitting in the Virginia Courts Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with respect the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any matters to which it has submitted to jurisdiction federal or state court sitting in this Section 12.14. Each the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the Parties State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and unconditionally waives agree not to assert by way of motion, defense, or otherwise, in any objection such Action, any claim that it is not subject personally to the laying jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of any actionthe Action is improper, suit or proceeding arising out of that this Agreement or the transactions contemplated hereby by this Agreement may not be enforced in or by any of the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumabove-named courts.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against the Company or the Reference Entity with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture, the Guarantee or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. 116 Each of the Parties Company and the Reference Entity irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture, the Guarantee or the transactions contemplated hereby Notes brought in the Virginia Courtscourts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed interpreted in accordance with the Laws substantive laws of the State of New York, including all matters of construction, validity and performance, in each case without reference regard to any choice-of-law its or conflict of law principles that might lead to the application of the Laws of any other jurisdiction’s choice of law rules. Subject Any and all disputes arising out of, concerning, or related to this Agreement, or to the provisions of Section 8 interpretation, performance, breach or termination thereof shall be referred to and resolved by arbitration administered in the New York, New York, in accordance with the then current Comprehensive Arbitration Rules and Procedures of the Separation Judicial Arbitration and Distribution AgreementMediation Services, each Inc. (“JAMS”), or its successor, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted by a single arbitrator appointed by JAMS in accordance with its rules. The decision of the Parties irrevocably submits arbitrator as to any claim or dispute shall be final, binding, and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. In the event that recourse to the courts shall be necessary for the purpose of determining any question of law required to be determined for arbitration or for interim or conservatory relief, including a temporary restriction order or preliminary injunction (as necessary), the parties hereto hereby submit to the exclusive jurisdiction of (a) the Fairfax County Circuit Court state and any appeals federal courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred New York, New York, agree not to in clauses (a) and (b), the “Virginia Courts”), for the purposes of commence any suit, action or other proceeding to compel arbitration or for provisional relief relating thereto except in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmsuch courts, and waive, to the non-exclusive jurisdiction fullest extent permitted by law, the right to move to dismiss or transfer any action brought in such courts on the basis of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any actionpersonal jurisdiction or venue. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia CourtsTHE OTHER TRANSACTION DOCUMENTS, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such actionTHE SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, suit or proceeding brought in any such court has been brought in an inconvenient forumINCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Jurisdiction. This Agreement THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (and any claims or disputes WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Any Action against, arising out of or related thereto relating to this Agreement or to the transactions contemplated thereby or to hereby, including any Action against any member of the inducement Parent Group, shall be brought solely and exclusively in the Court of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws Chancery of the State of Delaware; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in the United States District Court for the Southern District of New York, including all matters . Each of construction, validity and performance, in each case without reference the parties agrees that a final judgment (subject to any choice-of-law appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or conflict of law principles that might lead to the application of the Laws of in any other jurisdictionmanner provided by applicable Law. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties Each party hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)such courts, the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 the foregoing order of the Separation and Distribution priority, in respect of any Action arising out of or relating to this Agreement or to prevent irreparable harmthe transactions contemplated hereby, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties hereby irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the Virginia Courtsprovisions of this Section 13(f). Each of the parties hereby irrevocably waives, and to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby further irrevocably and unconditionally waives and agrees not consents to plead or claim service of process in the manner provided for notices in Section 13(a). Nothing in this Agreement will affect the right of any party to serve process in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumother manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement (Agreement, the rights and obligations of the parties hereto, and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter thereinrelating thereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case Ohio without reference regard to any choice-of-law or conflict its choice of law principles that might lead to the application provisions). Each of the Laws of parties agrees that any other jurisdiction. Subject to dispute between the provisions of Section 8 parties shall be resolved only in the courts of the Separation and Distribution Agreement, each State of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof Ohio or (b) the United States District Court for the Eastern Southern District of Virginia Ohio and any the appellate courts having jurisdiction of appeals courts thereof (in such courts. In that context, and without limiting the courts referred to in clauses generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (b), the a “Virginia CourtsProceeding”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts courts of the State of Ohio, the court of the United States of America for the enforcement Southern District of Ohio, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement Proceeding shall be effective service of process for heard and determined in such Ohio State court or, to the extent permitted by law, in such federal court, (b) consents that any action, suit or proceeding such Proceeding may and shall be brought in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably such courts and unconditionally waives any objection that Executive or the Company may now or thereafter have to the laying of venue or jurisdiction of any action, suit such Proceeding in any such court or proceeding arising out of this Agreement or the transactions contemplated hereby that such Proceeding was brought in the Virginia Courts, and hereby further irrevocably and unconditionally waives an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such court Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the Company’s address as provided in Section 13 hereof, and (e) agrees that any such action, suit or proceeding brought nothing in this Agreement shall affect the right to effect service of process in any such court has been brought in an inconvenient forumother manner permitted by the laws of the State of Ohio.

Governing Law; Jurisdiction. This Agreement THESE CONDITIONS AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THESE CONDITIONS AND EACH NOTE (OTHER THAN THE CREATION AND ISSUANCE OF THE ORDINARY SHARES UPON EXERCISE OF THE CONVERSION RIGHTS IN RESPECT OF THE NOTES, WHICH SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, SWEDISH LAW), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with these Conditions or to the transactions contemplated thereby Notes may be brought in the federal courts of the United States of America or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict case, located in the City of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution AgreementNew York, each of the Parties irrevocably submits to the exclusive jurisdiction of New York (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)collectively, the “Virginia Courtsspecified courts”)) and, for the purposes of any suit, action or other proceeding until amounts due and to compel arbitration or for provisional relief become due in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of this Agreement or the transactions contemplated hereby in connection with these Conditions brought in the Virginia Courts, specified courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH OTHER NOTES DOCUMENT (EXCEPT, IN THE CASE OF THE OTHER NOTES DOCUMENTS, TO THE EXTENT EXPLICITLY SET FORTH THEREIN), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH OTHER NOTES DOCUMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Collateral Agent, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture, the Notes or to the transactions contemplated thereby or to Note Guarantees may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address set forth in Section 19.03 or at such other address of which the Trustee shall have been notified pursuant thereto. Nothing in this Indenture or in any other Notes Document shall affect any right that the Trustee, the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding to enforce any award or judgment or exercise any right under the Collateral Documents or against any Collateral or any other Property of any Note Party in the courts of another forum in which jurisdiction can be established.

Governing Law; Jurisdiction. This Sponsor Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (and including any claims claim or disputes cause of action based upon, arising out of or related thereto to any representation or to the transactions contemplated thereby warranty made in or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwisein connection with this Sponsor Agreement) shall in all respects be governed by and construed in accordance with the Laws law of the State of New YorkDelaware, including all matters regardless of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles the laws that might lead to the application otherwise govern under applicable principles of conflicts of laws. Each of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation parties hereto hereby irrevocably and Distribution Agreementunconditionally (a) submits, each of the Parties irrevocably submits for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (a) or, only if the Fairfax County Circuit Delaware Court and any appeals courts thereof of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or (b) the United States District Court for the Eastern District of Virginia Delaware), and any appeals courts thereof appellate court from any thereof, in any action or proceeding arising out of or relating to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor 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 Sponsor Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the courts referred Delaware Court of Chancery declines to in clauses (a) and accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), (b)) waives, to the “Virginia Courts”)fullest extent it may legally and effectively do so, for any objection which it may now or hereafter have to the purposes laying of venue of any suit, action or other proceeding arising out of or relating to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any claim or cause of action based upon, arising out of or related to prevent irreparable harmany representation or warranty made in or in connection with this Sponsor Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, and (c) waives, to the non-exclusive jurisdiction fullest extent permitted by Law, the defense of an inconvenient forum to the Virginia Courts for maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the enforcement of judgment or in any award issued thereunderother manner provided by Law. Each of the Parties further parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such Party’s respective it at the applicable address set forth in Section 10.6 of the Separation and Distribution Agreement 3.8 shall be effective service of process for any actionsuit, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forumcourt.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of the Company and the Trustee irrevocably consents and agrees that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties Company and the Trustee irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Assumption and Joinder Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New YorkDelaware, including all matters without giving effect to the principles of construction, validity and performance, in each case without reference to any choice-of-law or conflict conflicts of law principles that might lead to the application of the Laws of any other jurisdictionthereof. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any Any suit, action or other proceeding seeking to compel arbitration enforce any provision of, or for provisional relief based on any matter arising out of or in aid connection with, this Assumption and Joinder Agreement will be brought exclusively in the Court of arbitration in accordance with Section 8 Chancery of the Separation and Distribution Agreement or to prevent irreparable harmState of Delaware (the “Delaware Chancery Court”), and to or, if the non-exclusive jurisdiction Delaware Chancery Court does not have subject matter jurisdiction, in the federal courts located in the State of the Virginia Courts for the enforcement of any award issued thereunderDelaware. Each of the Parties further agrees that service of parties hereby consents to personal jurisdiction in any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding brought in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each such court (and of the Parties appropriate appellate courts therefrom) and irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such actionsuit, suit action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that 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 Agreement THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Each party hereto hereby (i) irrevocably and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise unconditionally consents and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction and venue of (a) the Fairfax County Circuit Chancery Court of the State of Delaware and any appeals courts thereof or state appellate court therefrom or, if (bbut only if) such court lacks subject matter jurisdiction, the United States District Court for sitting in New Castle County in the Eastern District State of Virginia Delaware and any appeals courts thereof appellate court therefrom (the courts referred to in clauses (a) and (b)collectively, the “Virginia Delaware Courts”); and (ii) consents to service of process by first class certified mail, for return receipt requested, postage prepaid, to the purposes of any suit, action or other proceeding address at which such party hereto is to compel arbitration or for provisional relief in aid of arbitration receive notice in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder7(b). Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties parties hereto irrevocably and unconditionally waives (A) agrees not to commence any such action or proceeding except in the Delaware Courts, (B) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (C) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any action, suit such action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not (D) waives, to plead or claim in any the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such court that any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forum.the Delaware Courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE EXIT EVENT OR THE SERVICES CONTEMPLATED HEREBY. * * * * *

Governing Law; Jurisdiction. This Joinder Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State Commonwealth of New York, including all matters Massachusetts applied to contracts to be performed wholly within the Commonwealth of construction, validity and performance, in each case without reference Massachusetts. Any judicial proceeding brought by or against the Additional Guarantor with respect to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution this Joinder Agreement, each the Documents or any Other Documents may be brought in any court of competent jurisdiction in the Parties irrevocably submits to the exclusive jurisdiction Commonwealth of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the Massachusetts, United States District Court for the Eastern District of Virginia America, and, by execution and any appeals courts thereof (the courts referred to in clauses (a) and (b)delivery of this Agreement, the “Virginia Courts”)Additional Guarantor accepts for itself and in connection with its properties, for the purposes of any suitgenerally and unconditionally, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of aforesaid courts, and irrevocably agrees to be bound by any award issued thereunderjudgment rendered thereby in connection with this Joinder Agreement. Each of the Parties further agrees that The Additional Guarantor hereby waives personal service of any process, summons, notice or document and all process upon it and consents that all such service of process may be made by U.S. registered mail (return receipt requested) directed to such Party’s respective the Borrower at its address set forth in Section 10.6 15.6 of the Separation Credit Agreement and Distribution Agreement service so made shall be effective service of process for any action, suit or proceeding deemed completed five (5) days after the same shall have been so deposited in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each mails of the Parties irrevocably and unconditionally United States of America. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against the Additional Guarantor in the courts of any other jurisdiction. The Additional Guarantor waives any objection to the laying of jurisdiction and venue of any actionaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Additional Guarantor waives the right to remove any judicial proceeding brought against the Additional Guarantor in any state court to any federal court. Any judicial proceeding by the Additional Guarantor against Agent or any Lender involving, suit directly or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courtsindirectly, and hereby further irrevocably and unconditionally waives and agrees not to plead any matter or claim in any such way arising out of, related to or connected with this Joinder Agreement, the Documents or any Other Documents, shall be brought only in a federal or state court that any such actionlocated in the County of Suffolk, suit or proceeding brought in any such court has been brought in an inconvenient forumCommonwealth of Massachusetts.

Governing Law; Jurisdiction. This Agreement (Agreement, the rights and obligations of the parties hereto, and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter thereinrelating thereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State Commonwealth of New York, including all matters of construction, validity and performance, in each case Kentucky without reference giving effect to any choice-of-law rule or conflict of conflict-of-law principles principle that might lead to would cause the application of the Laws laws of any jurisdiction other jurisdictionthan Kentucky. Subject to the provisions of Section 8 Each of the Separation parties agrees that any dispute between the parties arising out of or relating to this Agreement, Executive’s employment with the Company or any of its Affiliates shall be resolved exclusively a state or federal court having appropriate subject matter jurisdiction located in, or whose judicial district encompasses or serves, Warren County, Kentucky and Distribution Agreementthe appellate courts having jurisdiction of appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the Parties parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive’s employment by the Company or any Affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of (a) the Fairfax County Circuit Court courts located in, or whose judicial district encompasses or serves, Warren County, Kentucky and the appellate courts having jurisdiction of appeals from such courts, and agrees that all claims in respect of any such Proceeding shall be heard and determined in a state or federal court having appropriate subject matter jurisdiction located in, or whose judicial district encompasses or serves, Warren County, Kentucky and the appellate courts having jurisdiction of appeals courts thereof or from such courts, (b) the United States District Court for the Eastern District of Virginia consents that any such Proceeding may and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding brought in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably such courts and unconditionally waives any objection that Executive or the Company may now or thereafter have to the laying of venue or personal jurisdiction of any action, suit such Proceeding in any such court or proceeding arising out of this Agreement or the transactions contemplated hereby that such Proceeding was brought in the Virginia Courts, and hereby further irrevocably and unconditionally waives an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such court Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the Company’s address as provided in Section 13 hereof, and (e) agrees that any such action, suit or proceeding brought nothing in this Agreement shall affect the right to effect service of process in any such court has been brought in an inconvenient forumother manner permitted by the laws of the State of Kentucky.

Governing Law; Jurisdiction. This Agreement (and THIS GUARANTEE, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE THAT APPLY TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OR OF ANY OTHER JURISDICTION. Each party hereto irrevocably agrees that any claims or disputes Proceeding arising out of or related thereto or relating to this Guarantee shall be brought and determined in the transactions contemplated thereby or to the inducement Court of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws Chancery of the State of New YorkDelaware or, including all matters of constructionif exclusive jurisdiction over the matter is vested in the federal courts, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application court of the Laws United States located in the State of Delaware (and each such party shall not bring any Proceeding arising out of or relating to this Guarantee in any court other jurisdiction. Subject to than the provisions of Section 8 of the Separation aforesaid courts), and Distribution Agreement, each of the Parties Guarantor and the Guaranteed Party hereby irrevocably submits with regard to any such Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts (a) it being understood and agreed that any Proceeding arising out of or relating to the Fairfax County Circuit Court Guarantee for Significant Stockholder and any appeals courts thereof or (b) the United States District Court Equity Commitment Letter for the Eastern District of Virginia and any appeals courts thereof (the courts Significant Stockholder shall be referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of finally resolved by arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderprovisions thereof). Each of Guarantor and the Parties further agrees that service of any processGuaranteed Party hereby irrevocably waives, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead assert, by way of motion, as a defense, counterclaim or otherwise, in any such Proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court that any such action, suit or proceeding brought in any such court has been is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Guarantee or the subject matter thereof, may not be enforced in or by such courts. Such courts are hereby expressly authorized to establish such extension period as referred to in the fourth sentence of Section 9.13(a) of the Merger Agreement as they may deem appropriate.

Governing Law; Jurisdiction. This Agreement (shall be deemed to have been executed and any claims or disputes arising out of or related thereto or to delivered in New York and both this Agreement and the transactions contemplated thereby or hereby shall be governed as to the inducement of any Party to enter thereinvalidity, whether for breach of contractinterpretation, tortious conduct or otherwise construction, effect, and whether predicated on common Law, statute or otherwise) shall in all other respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead regard to the application conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). The Managing Agent and the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the Fairfax County Circuit transactions contemplated hereby shall be instituted exclusively in the Supreme Court and any appeals courts thereof of the State of New York, New York County, or (b) in the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and New York, (b), ) waives any objection which it may have or hereafter to the “Virginia Courts”), for the purposes venue of any such suit, action or other proceeding proceeding, and (c) irrevocably consents to compel arbitration or for provisional relief in aid the jurisdiction of arbitration in accordance with Section 8 Supreme Court of the Separation and Distribution Agreement State of New York, New York County, or to prevent irreparable harm, and to in the non-exclusive jurisdiction of the Virginia Courts United States District Court for the enforcement Southern District of New York in any award issued thereundersuch suit, action or proceeding. Each of the Parties Agents and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of any process, summons, notice or document process upon the Company mailed by U.S. registered certified mail to such Partythe Company’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process for any actionupon the Company, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any suit, action or proceeding, mailed by certified mail to each such actionAgent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the served Agent, suit or proceeding brought in any such court has been brought in an inconvenient forumsuit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) Lease shall in all respects be governed by by, and construed in accordance with with, the Laws laws of the State of New YorkCalifornia, except to the extent where those laws are governed by the federal laws of the United States including all matters of construction, validity and performance, in each case without reference to . Lessee hereby irrevocably consents that any choice-of-law legal action or conflict proceeding against it or any of law principles that might lead its assets with respect to the application Lease may be brought in any jurisdiction where Lessee or any of its assets may be found, or in any court of the Laws State of California or any other jurisdiction. Subject to the provisions of Section 8 Federal court of the Separation United States of America located in San Francisco, California, United States of America, or both, as Lessor may elect, and Distribution Agreement, each by execution and delivery of the Parties this Lease Lessee hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its assets, generally and unconditionally, the exclusive jurisdiction of (a) the Fairfax County Circuit Court aforesaid courts. Lessee hereby irrevocably designates, appoints and empowers C T Corporation System at its principal office in Los Angeles, California, currently located at 000 Xxxxx Xxxxxxxx Xxxxxx 90017, as its authorized agent for service of process in the State of California in any appeals suit or proceeding with respect to this Lease. A copy of any such process served on such agent shall be promptly forwarded by airmail by the person commencing such proceeding to XXX 00-000 XXX Xxxxxx at its address set forth on Exhibit C hereto, but the failure of Lessee to receive such copies shall not affect in any way the service of such process as aforesaid. Lessee further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or (b) certified airmail, postage prepaid, to Lessee at its address set forth on Exhibit C hereto. The foregoing, however, shall not limit the rights of Lessor to serve process in any other manner permitted by Law or to bring any legal action or proceeding or to obtain execution of judgment in any jurisdiction. Lessee further agrees that final judgment against Lessee in any action or proceeding in connection with this Lease shall be conclusive and may be enforced in any other jurisdiction within or outside the United States District Court for of America by suit on the Eastern District judgment, a certified or exemplified copy of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 which shall be conclusive evidence of the Separation fact and Distribution Agreement or to prevent irreparable harmthe amount of Lessee's indebtedness. Lessee hereby irrevocably waives, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processfullest extent permitted by law, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection which Lessee may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby Lease brought in the Virginia CourtsState of California, and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such actionsuit, suit action or proceeding brought in any such court the State of California has been brought in an inconvenient forum.

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 relate to this Agreement or the negotiation, execution or performance of this Agreement (and including any claims claim or disputes cause of action based upon, arising out of or related thereto to any representation or to the transactions contemplated thereby warranty made in or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwisein connection with this Agreement) shall in all respects be governed by and construed in accordance with the Laws law of the State of New YorkDelaware, including all matters regardless of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles the laws that might lead to the application otherwise govern under applicable principles of conflicts of laws. Each of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation parties hereto hereby irrevocably and Distribution Agreementunconditionally (a) submits, each of the Parties irrevocably submits for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (a) or, only if the Fairfax County Circuit Delaware Court and any appeals courts thereof of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court or (b) the United States District Court for the Eastern District of Virginia Delaware), and any appeals courts thereof appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the courts referred Delaware Court of Chancery declines to in clauses (a) and accept jurisdiction over a particular matter, the Delaware Superior Court or the United States District Court for the District of Delaware), (b)) waives, to the “Virginia Courts”)fullest extent it may legally and effectively do so, for any objection which it may now or hereafter have to the purposes laying of venue of any suit, action or other proceeding arising out of or relating to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution 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 prevent irreparable harmany representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the Delaware Superior Court or the United States District Court for the District of Delaware, and (c) waives, to the non-exclusive jurisdiction fullest extent permitted by Law, the defense of an inconvenient forum to the Virginia Courts for maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the enforcement of judgment or in any award issued thereunderother manner provided by Law. Each of the Parties further parties hereto agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such Party’s respective address set forth it in accordance with Section 10.6 of the Separation and Distribution Agreement 7.5 shall be effective service of process for any actionsuit, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forumcourt.

Governing Law; Jurisdiction. This Supplemental Warrant Agreement (and any claims or disputes arising out each Warrant issued hereunder shall be deemed to be a contract made under the laws of or related thereto or to the transactions contemplated thereby or to the inducement State of any Party to enter therein, whether New York and for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) all purposes shall in all respects be governed by and construed in accordance with the Laws laws of such state. Each party hereto consents and submits to the jurisdiction of the courts of the State of New York, including all matters of construction, validity York and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Supplemental Warrant Agreement or the transactions contemplated hereby. In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreementsummons, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action complaint or other proceeding to compel arbitration or for provisional relief in aid of arbitration process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 8 hereof. Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on lack of the Separation and Distribution Agreement jurisdiction or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of venue in any award issued thereundersuch court in any such action or proceeding. Each of the Parties further agrees that service of any processparties hereto hereby irrevocably waives, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit proceeding or proceeding counterclaim as between the parties directly or indirectly arising out of of, under or in connection with this Supplemental Warrant Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party hereto has represented, expressly or otherwise that such other party hereto would not, in the Virginia Courtsevent of litigation, seek to enforce the foregoing waiver and hereby further irrevocably (ii) acknowledges that it and unconditionally waives the other parties hereto have been induced to enter into this Supplemental Warrant Agreement by, among other things, the mutual waivers and agrees not to plead or claim certifications in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumthis Section 9.

Governing Law; Jurisdiction. This The Parties agree to attempt to resolve any claim or dispute arising under this Merger Agreement (and any claims or disputes arising out of or related thereto or with respect to the transactions contemplated thereby Holdback Account, Earn-Out Payment, or Buyer Statement (only for claims that fall outside of the scope of Section 2.12) through mandatory, non-binding mediation before a mutually agreeable, single mediator from the American Arbitration Association (AAA) and that the forum for any mediation hearing will be in the New York City metropolitan area. A party desiring mediation will send a written notice to the inducement other party under this Merger Agreement. The Parties agree to pick a mutually agreeable mediator within 30 days of any Party a written demand of mediation by either party unless extended by mutual agreement of the parties involved in the mediation. If the Parties cannot agree on a mediator, AAA will appoint a mediator for the parties sufficiently knowledgeable in the quick service restaurant ice cream industry to enter thereinmediate such claims and/or disputes. The parties will bear their respective costs of mediation and mediation shall take place within 60 days of selection of a mediator. If a claim or dispute is not resolved as a result of mediation, whether for breach of contract, tortious conduct or otherwise then all Parties are free to pursue their respective claims as follows: This Merger Agreement has been entered into and whether predicated on common Law, statute or otherwise) shall in all respects be governed by construed and construed enforced in accordance with the Laws laws of the State of New York without reference to the choice of law principles thereof. Each party hereto agrees that any action, proceeding or claim it commences against any other party pursuant to this Merger Agreement shall be brought in either the courts of the State of New York, including all matters of constructionsitting in New York County, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application courts of the Laws United States for the Southern District of any other jurisdictionNew York. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties Each party hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court courts of the State of New York, sitting in New York County, and any appeals the courts thereof or (b) of the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)New York. Each party irrevocably waives, the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of fullest extent permitted by law, any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to objection which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection may now or hereafter have to the laying of the venue of any actionsuch suit, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forumforum and the right to object, with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, addressed to such party at its address set forth in Section 12.1. Each party agrees that a final nonappealable judgment in any such suit, action or proceeding in such a court shall be conclusive and binding.

Governing Law; Jurisdiction. This Agreement (THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND, TOGETHER WITH ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Supplemental Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Supplemental Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (Agreement, the rights and obligations of the parties hereto, and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter thereinrelating thereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case Delaware without reference regard to any choice-of-law or conflict its choice of law principles that might lead to the application provisions. Each of the Laws of parties agrees that any other jurisdiction. Subject to dispute between the provisions of Section 8 parties shall be resolved only in the courts of the Separation and Distribution Agreement, each State of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof Delaware or (b) the United States District Court for the Eastern District of Virginia Delaware and any the appellate courts having jurisdiction of appeals courts thereof (in such courts. In that context, and without limiting the courts referred to in clauses generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive's employment by the Company or any Affiliate, or for the recognition and enforcement of any judgment in respect thereof (b), the a “Virginia CourtsProceeding”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts courts of the State of Delaware, the court of the United States of America for the enforcement District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement Proceeding shall be effective service of process for heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any action, suit or proceeding such Proceeding may and shall be brought in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably such courts and unconditionally waives any objection that Executive or the Company may now or thereafter have to the laying of venue or jurisdiction of any action, suit such Proceeding in any such court or proceeding arising out of this Agreement or the transactions contemplated hereby that such Proceeding was brought in the Virginia Courts, and hereby further irrevocably and unconditionally waives an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHTTOTRIAL BY JURY TN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR EXECUTIVE'S OR THE COMPANY'S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such court Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive's or the Company's address as provided in Section 12 hereof, and (e) agrees that any such action, suit or proceeding brought nothing in this Agreement shall affect the right to effect service of process in any such court has been brought in an inconvenient forumother manner permitted by the laws of the State of Delaware.

Governing Law; Jurisdiction. This Agreement (Letter, and any all claims or disputes causes of actions based upon, arising out of of, or related thereto or to this Letter, including issues and questions concerning the transactions contemplated thereby or to the inducement construction, validity, interpretation and enforceability of any Party to enter thereinthis Letter, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference giving effect to any choice-of-law choice or conflict of law principles Law provision or rule (whether of the State of New York or any other jurisdiction) that might lead to would cause the application of the Laws of any jurisdiction other jurisdictionthan the State of New York. Subject to the provisions of Section 8 of the Separation and Distribution AgreementIn addition, each of the Parties parties hereto irrevocably submits agrees that any action with respect to this Letter and the exclusive rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Supreme Court of the State of New York, New York County, or, only if such court declines to accept jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) over a particular matter, then in the United States District Court for the Eastern Southern District of Virginia New York sitting in the Borough of Manhattan, in the City of New York, or if jurisdiction is not then available in the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, in the City of New York (but only in such event), then in any New York state court sitting in New York County, and, in each case, appellate courts 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 appeals action relating to this Letter or any of the transactions contemplated by this Letter 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 Letter, (i) any claim that it is not personally subject to the jurisdiction of the above named courts thereof for any reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts referred (whether through service of notice, attachment prior to judgment, attachment in clauses (aaid of execution of judgment, execution of judgment or otherwise) and (b)iii) to the fullest extent permitted by applicable Law, any claim that (x) the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper (unless such suit, action or proceeding is not brought in accordance with this Section 12) or (z) this Letter, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement (Exchangeable Debenture shall be construed, performed and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed enforced in accordance with with, and governed by, the Laws laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead giving effect to the application principles of the Laws conflicts of any other jurisdictionlaws thereof. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties Each party irrevocably submits to the exclusive jurisdiction of (ai) the Fairfax County Circuit Supreme Court of the State of New York, New York County, and any appeals courts thereof or (bii) the United States District Court for the Eastern Southern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”)New York, for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid arising out of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunderthis Exchangeable Debenture. Each of the Parties further party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for commence any action, suit or proceeding relating hereto either in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in this Section 12.14such court for reasons of subject matter jurisdiction, in the Supreme Court of the State of New York, New York County. Each of the Parties party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Exchangeable Debenture in (A) the Supreme Court of the State of New York, New York County, or (B) the transactions contemplated hereby in United Sates District Court for the Virginia CourtsSouthern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an 592229.04-New York Server 6A - MSW inconvenient forum. Each party irrevocably and unconditionally waives the right to trial by jury in any legal or equitable action, suit or proceeding arising out of or relating to this Exchangeable Debenture, the notes or any other operative agreement or any transaction contemplated hereby or thereby or the subject matter of any of the foregoing.

Governing Law; Jurisdiction. This Agreement and all Actions (and whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claims claim or disputes cause of action based upon, arising out of or related thereto to any representation or to the transactions contemplated thereby warranty made in or to the in connection with this Agreement or as an inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwiseinto this Agreement) shall in all respects be governed by by, construed and construed enforced in accordance with the Laws (both substantive and procedural) of the State of New York, including all matters without regard to the conflict of constructionlaws principles thereof, validity except that the Merger, the internal affairs of SPAC and performanceany provisions of this Agreement that are expressly or otherwise required to be governed by the Cayman Act, in each case shall be governed by the Laws of the Cayman Islands (without reference giving effect to any choice-of-law or conflict choice of law principles that might lead to the application thereof) in respect of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of which the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and submit to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each courts of the Parties further agrees that service Cayman Islands. Subject to the immediately preceding sentence, all Actions arising out of any process, summons, notice or document by U.S. registered mail relating to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution this Agreement shall be effective service of process for heard and determined exclusively by the state and federal courts seated in New York County, New York (and any action, suit or proceeding in courts having jurisdiction over appeals therefrom) (the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14“Specified Courts”). Each of the Parties irrevocably and unconditionally waives any objection Party hereto hereby (a) submits to the laying of venue exclusive personal and subject matter jurisdiction of any action, suit or proceeding Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the personal or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in the Virginia Courts, and hereby further irrevocably and unconditionally waives and or by any Specified Court. Each Party agrees not to plead or claim that a final judgment in any such court that any such action, Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding brought in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such court has been brought process to such Party at the applicable address set forth in an inconvenient forumSection 10.1. Nothing in this Section 10.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement (THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and Selling Shareholder hereby submit to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation Federal and Distribution Agreement shall be effective service of process for any action, suit or proceeding state courts in the Virginia Courts with respect to Borough of Manhattan in The City of New York in any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby hereby. The Selling Shareholder irrevocably appoints Philips Electronics North America Corporation as its authorized agent in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim Borough of Manhattan in The City of New York upon which process may be served in any such court that any such action, suit or proceeding brought proceeding. The Selling Shareholder agrees that service of process upon its agent, and written notice of said service to the Selling Shareholder by the person serving the same to the address provided in Section 14 shall be deemed in every respect effective service of process upon the Selling Shareholder in any such court has been brought suit or proceeding. Any obligation of the Company or of the Selling Shareholder, as the case may be, in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company or the Selling Shareholder, as the case may be, agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company or the Selling Shareholder, as the case may be, an inconvenient forumamount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) Limited Guaranty shall in all respects be governed by by, and construed in accordance with the Laws of the State of New YorkDelaware, including all matters of construction, validity and performance, in each case without reference giving effect to any choice-of-law choice or conflict of law principles Laws provision or rule (whether of the State of Delaware or any other jurisdiction) that might lead to would cause the application of the Laws of any jurisdiction other jurisdictionthan the State of Delaware. Subject to the provisions of Section 8 Each of the Separation Guarantor and Distribution Agreement, each of the Parties Company hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Chosen Courts for the enforcement purpose of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit action or proceeding arising out of or relating to this Agreement Limited Guaranty and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in such Chosen Courts. Each of the Guarantor and the Company (a) 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 hereby by this Limited Guaranty, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 12 shall affect the right of any party to serve legal process in any other manner permitted by Law, (b) consents to submit itself to the personal jurisdiction of any Chosen Court in the Virginia Courtsevent any dispute arises out of this Limited Guaranty, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court and hereby further irrevocably and unconditionally waives and (d) agrees that it will not bring any action relating to plead or claim this Limited Guaranty in any such court other than a Chosen Court. Each of the Guarantor and the Company agrees that a non-appealable judgment in any such action, suit action or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court has been brought in an inconvenient forumother manner provided by Law.

Governing Law; Jurisdiction. This Agreement (and any claims claim, controversy or disputes dispute arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, this Agreement (whether for breach of in contract, tortious conduct or otherwise and whether predicated on common Law, statute tort or otherwise) shall in all respects will be governed by and construed in accordance with the Laws laws of the State of New York. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES, including all matters of constructionTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)Company, the “Virginia Courts”), for Seller and the purposes of Waha Parties agrees that any suit, action or other proceeding to compel arbitration arising out of or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution based upon this Agreement or to prevent irreparable harmthe transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby appoints CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000 as its authorized agent (the Virginia Courts for the enforcement of “Company Authorized Agent”) upon whom process may be served in any award issued thereunder. Each of the Parties further agrees that service of any processsuit, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Virginia CourtsSeller, the Waha Parties and their affiliates and their respective directors, officers and partners, or by any person who controls the Seller or any of the Waha Parties, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in expressly accepts the non-exclusive jurisdiction of any such court that in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Company Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, suit including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Company Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Seller, the Waha Parties and their affiliates and their respective directors, officers and partners, or by any person who controls the Seller or any of the Waha Parties, in any court of competent jurisdiction in the Netherlands or Ireland. The Seller and the Waha Parties hereby appoint CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000 as their authorized agent (the “Seller Authorized Agent”) upon whom process may be served in any suit, action or proceeding brought arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Company, its directors and officers, or by any person who controls the Company, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Seller and the Waha Parties hereby represent and warrant that the Seller Authorized Agent has been brought accepted such appointment and has agreed to act as said agent for service of process, and the Seller and the Waha Parties agree to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in an inconvenient forumfull force and effect as aforesaid. Service of process upon the Seller Authorized Agent shall be deemed, in every respect, effective service of process upon the Seller and the Waha Parties. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Company, its directors and officers, or by any person who controls the Company, in any court of competent jurisdiction in the Netherlands or United Arab Emirates.

Governing Law; Jurisdiction. This Agreement (and any claims Any dispute, disagreement, conflict of interpretation or disputes claim arising out of or related thereto relating to this Agreement, or to the transactions contemplated thereby or to the inducement of any Party to enter thereinits enforcement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New York. The Parties hereby irrevocably and unconditionally submit, including all matters for themselves and their property, to the nonexclusive jurisdiction of constructionthe appropriate state and federal courts located in the New York County, validity and performanceNew York, in each case without reference any action or proceeding arising out of or relating to any choice-of-law this Agreement, or conflict of law principles that might lead to the application of the Laws for recognition or enforcement of any other jurisdiction. Subject to the provisions of Section 8 of the Separation judgment, and Distribution Agreement, each of the Parties hereto hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to unconditionally agrees that all claims in clauses (a) and (b), the “Virginia Courts”), for the purposes respect of any suit, such action or other proceeding to compel arbitration or for provisional relief may be heard and determined in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereundersuch courts. Each of the Parties further agrees that service of a final judgment in any process, summons, notice such action or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement proceeding shall be effective service of process for conclusive and may be enforced in other jurisdictions by suit on the judgment or in any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14other manner provided by law. Each of the Parties Party hereby irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim proceeding in any such court that court. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices below. Nothing in this Agreement will affect the right of any such action, suit or proceeding brought party to this Agreement to serve process in any such court has been brought in an inconvenient forumother manner permitted by law. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction. This Agreement (Guaranty cannot be changed or terminated orally, and shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and performed in such state, without regard to principles of conflicts of laws which would result in the application of the substantive law of another jurisdiction. Each of the undersigned hereby consents and agrees that the state or federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any claims or disputes between any of the undersigned, on the one hand, and the Lenders, on the other hand, pertaining to this Guaranty or any of the Transaction Documents or to any matter arising out of or related thereto to this Guaranty or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the Transaction Documents; provided, that each of the undersigned acknowledges that any appeals from those courts may have to be heard by a court located outside of the County of New York, State of New York; and further provided, including all matters of constructionthat nothing in this Guaranty shall be deemed or operate to preclude the Lenders from bringing suit or taking other legal action in any other jurisdiction to collect the obligations, validity and performanceto realize on the collateral or any other security for the obligations, or to enforce a judgment or other court order in each case without reference to any choice-of-law or conflict of law principles that might lead to the application favor of the Laws of any other jurisdictionLenders. Subject to the provisions of Section 8 Each of the Separation undersigned expressly submits and Distribution Agreementconsents in advance to such jurisdiction in any action or suit commenced in any such court, and each undersigned hereby waives any objection which it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Each of the Parties irrevocably submits to undersigned hereby waives personal service of the exclusive jurisdiction of (a) the Fairfax County Circuit Court summons, complaint and other process issued in any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, such action or suit and agrees that service of such summons, complaint and other proceeding process may be made by registered or certified mail addressed to compel arbitration or for provisional relief in aid of arbitration such undersigned in accordance with Section 8 of the Separation 17 and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement so made shall be effective service deemed completed upon the earlier of process for any action, suit such undersigned's actual receipt thereof or proceeding three (3) days after deposit in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any actionU.S. mail, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumproper postage prepaid.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles (except that the procedures of the Merger and any claims or disputes matters relating to the fiduciary duties of the Board of Directors of the Company shall be subject to the internal laws of the State of Louisiana). (b) All Actions arising out of or related thereto relating to this Agreement or to the transactions contemplated thereby or to Transactions shall be heard and determined in the inducement Court of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws Chancery of the State of New YorkDelaware (or, including all matters if the Court of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application Chancery of the Laws State of Delaware declines to accept jurisdiction over any other jurisdictionAction, any state or federal court within the State of Delaware) (such courts, the “Delaware Courts”). Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties The parties hereto hereby irrevocably submits (i) submit to the exclusive jurisdiction and venue of the Delaware Courts in any such Action, (aii) waive the Fairfax County Circuit Court and any appeals courts thereof defense of an inconvenient forum or (b) lack of jurisdiction to the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes maintenance of any suitsuch Action brought in the Delaware Courts, action or other proceeding (iii) agree to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of not contest the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Delaware Courts in any such Action, by motion or otherwise and (iv) agree to not bring any Action arising out of or relating to this Agreement or the Transactions in any court other than the Delaware Courts, except for Actions brought to enforce the enforcement judgment of any award issued thereundersuch court. The consents to jurisdiction and venue set forth in this Section 8.07(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 hereto. Each of the Parties further party hereto agrees that service of process upon such party in any processAction arising out of or relating to this Agreement shall be effective if notice is given by Federal Express, summonsUPS, notice DHL or document by U.S. registered mail similar courier service to such Party’s respective the address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out 8.10 of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim Agreement. The parties hereto agree that a final judgment in any such court that any such action, Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding brought in any such other manner provided by applicable 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 has been brought in an inconvenient forumjudgment. 53 SECTION 8.08.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). 77 The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (THIS INDENTURE, THE NOTES AND ANY SUBSIDIARY GUARANTEES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Company and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles Guarantors agree that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration against the Company or for provisional relief any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Subsidiary Guarantees or the Notes may be instituted in aid any state or federal court in the Borough of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmManhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company and the Virginia Courts for Guarantors irrevocably waive, to the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processfullest extent permitted by law, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any suit, action, suit or proceeding arising out of that may be brought in connection with this Agreement Indenture, the Subsidiary Guarantees or the transactions contemplated hereby Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the Virginia Courtsgrounds of venue, and hereby further irrevocably and unconditionally waives and agrees not to plead residence or claim in any such court domicile or on the ground that any such actionsuit, suit action or proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Company or the Guarantors, as the case may be, are subject by a suit upon such judgment.

Governing Law; Jurisdiction. This Agreement (and THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN SUCH STATE. To the fullest extent permitted under applicable law, each party hereto waives its respective rights to a trial by jury of any claims claim or disputes cause of action based upon or arising out of or related thereto to this Agreement, any assignment or to the transactions contemplated thereby hereby, in any action, proceeding or to the inducement other litigation of any Party to enter thereintype brought by any party against the other parties, whether for breach of contractwith respect to contract claims, tortious conduct or otherwise and whether predicated on common Lawtort claims, statute or otherwise) . Each party hereto agrees that any such claim or cause of action shall in all respects be governed tried by and construed in accordance with a court trial without a jury. Without limiting the Laws foregoing, the parties further agree that their respective right to a trial by jury is waived by operation of the State of New Yorkthis Section as to any action, including all matters of construction, validity and performancecounterclaim or other proceeding which seeks, in each case without reference whole or in part, to challenge the validity or enforceability of this Agreement, any assignment or any provision hereof or thereof. This waiver shall apply to any choice-of-law subsequent amendments, renewals, supplements or conflict of law principles that might lead modifications to this Agreement or any assignment. To the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreementfullest extent permitted under applicable law, each of the Parties irrevocably party hereto hereby (i) submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court any New York state and any appeals federal courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to sitting in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts New York City with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement Agreement; (ii) agrees that all claims with respect to such matters may be heard and determined in such New York State or Federal courts; (iii) waives the transactions contemplated hereby defense of an inconvenient forum in the Virginia Courts, any action or proceeding involving such claims in any such court; and hereby further irrevocably and unconditionally waives and (iv) agrees not to plead that a final judgment in any such action or claim proceeding in any such court that any such action, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding brought in any such court has been brought in an inconvenient forumother manner provided by law.

Governing Law; Jurisdiction. This Except as may be otherwise expressly provided in this Section 12.12, elsewhere in this Agreement (and in any of the other Loan Documents, all claims or disputes arising out of or related thereto or relating, in any way, to the transactions contemplated thereby or to negotiation and/or consummation of the inducement Loan, the Lender's relationship with any member of the Borrowing Group in connection with the Loan and/or the performance of any Party to enter therein, whether for breach obligation under any of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) the Loan Documents shall in all respects be governed by governed, construed, applied and construed enforced in accordance with the internal laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law. Notwithstanding the foregoing choice of law: A. the procedures governing the creation, perfection and priority of the Liens pertaining to real property and tangible personal property created by the Mortgage and the Assignment of Leases and the enforcement by the Lender of its rights and remedies under the Mortgage, the Assignment of Leases and the other Loan Documents with respect to the Mortgaged Property or other Collateral, including by way of illustration, but not in limitation, actions for foreclosure, for injunctive relief or for the appointment of a receiver shall be governed by the laws of the state where such Mortgaged Property or other Collateral are located; B. the Lender shall comply with applicable law in the state where the Mortgaged Property or other Collateral is located to the extent required by the law of such jurisdiction in connection with the foreclosure of the Liens created under the Mortgage and the other Loan Documents with respect to the Mortgaged Property or other Collateral; and C. the provisions of Federal law and the law of the state where the Mortgaged Property is located shall apply in defining the terms Hazardous Substances, Environmental Laws and Legal Requirements as such terms are used in Loan Documents, with respect to the Mortgaged Property and the Borrowing Group. Nothing contained herein or in any provisions of the other Loan Documents shall be construed to provide that the substantive law of the state where the Mortgaged Property or any other Collateral is located shall apply to any parties' rights and obligations under any of the Loan Documents, which, except as expressly provided in clauses (A), (B) and (C) above, are and shall continue to be governed by the substantive law of the Commonwealth of Massachusetts. In addition, the fact that portions of the Loan Documents may include provisions drafted to conform to the law of the State of New Yorkwhere the Mortgaged Property is located is not intended, including all matters of construction, validity and performancenor shall it be deemed, in each case without reference any way, to any choice-of-law or conflict 70 derogate the parties' choice of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof as set forth or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b)this Loan Agreement or in the other Loan Documents. The parties further agree that the Lender may enforce its rights under the Loan Documents including, but not limited to, its rights to xxx the “Virginia Courts”)Borrower or to collect any outstanding indebtedness in accordance with applicable law. Each party-hereto hereby consents to personal jurisdiction in any state or Federal Court located within the Commonwealth of Massachusetts, as well as to the jurisdiction of all courts from which an appeal may be taken from the aforesaid courts, for the purposes of any suit, action or other proceeding to compel arbitration arising out of, or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably Loan Documents, the negotiation and/or consummation of the Loan, the Lender's relationship with any member of the Borrowing Group in connection with the Loan and/or the performance of any obligation or exercise of any remedy under any of the Loan Documents and unconditionally expressly waives any objection and all objections it may have as to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any of such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumcourts.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) Notes shall in all respects be governed by and construed in accordance with the Laws internal laws of the State of New YorkYork including, including all matters without limitation, Sections 5-1401 and 5-1402 of construction, validity the New York general obligations law and performance, in each case without reference to any choice-of-law or conflict Rule 327(b) of law principles that might lead the New York Civil Practice Laws and Rules. The Company and Purchaser hereby irrevocably submit to the application of the Laws jurisdiction of any other jurisdiction. Subject to New York state court sitting in the provisions Borough of Section 8 Manhattan in the City of New York or any federal court sitting in the Separation and Distribution Agreement, each Borough of Manhattan in the Parties irrevocably submits to the exclusive jurisdiction City of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to New York in clauses (a) and (b), the “Virginia Courts”), for the purposes respect of any suit, action or other proceeding arising out of or relating to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution this Agreement or to prevent irreparable harmthe Notes, and to the non-exclusive irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the Virginia Courts for aforesaid courts. The Company and Purchaser irrevocably waive, to the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processfullest extent they may effectively do so under applicable law, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection which they may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim brought in any such court and any claim that any such actionsuit, suit action or proceeding brought in any such court has been brought in an inconvenient forum.. Each of the Company and the Purchaser hereby irrevocably appoints CT Corporation System as its authorized agent on which any and all legal process related to this Agreement or the Notes may be served in any such action, suit or proceeding brought in any New York state court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company dated as of the first day written above. Very truly yours, XXXX RESORTS (MACAU) S.A. By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: CFO ACKNOWLEDGED AND AGREED: XXXX GROUP ASIA, INC. By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Attorney SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE), WITHOUT GIVING EFFECT TO ITS CONFLICTS-OF-LAW PRINCIPLES. Each of the Company and the Parent irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for of America located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties Company and the Parent irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States of America located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR THERETO). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address set forth in Section 17.03 or at such other address of which the Trustee shall have been notified pursuant thereto.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, EACH NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, AS THE CASE MAY BE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out the rights and obligations of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) parties hereunder shall in all respects be governed by and construed in accordance with and governed by the Laws internal laws of the State of New York, including all matters of construction, validity and performance, in each case without reference giving effect to any choice-of-law or the conflict of law principles that might lead to the application of the Laws of any other jurisdictionthereof. Subject to the provisions of Section 8 of the Separation and Distribution Except as otherwise expressly provided in this Agreement, each the parties hereto 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 or the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) transactions contemplated hereby shall be brought in the United States District Court for the Eastern Southern District of Virginia and any appeals New York so long as one of such courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any shall have subject matter jurisdiction over such suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmproceeding, and to the non-exclusive jurisdiction that any cause of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding action arising out of this Agreement or the transactions contemplated hereby shall be deemed to have arisen from a transaction of business in the Virginia CourtsState of New York, and each of the parties hereby further irrevocably consents to the jurisdiction of such courts (and unconditionally waives of the appropriate appellate courts therefrom) in any such suit, action or proceeding and agrees not irrevocably waives, to plead the fullest extent permitted by law, any objection that it may now or claim hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such actionsuit, suit action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served in any manner authorized by the laws of the State of New York. Judgment upon any award may be entered in any court having jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Governing Law; Jurisdiction. This Deposit Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise Receipts shall be interpreted and whether predicated on common Law, statute or otherwise) all rights hereunder and thereunder and provisions hereof and thereof shall in all respects be governed by and construed in accordance with the Laws internal laws of the State of New York, including all matters regardless of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles the laws that might lead otherwise govern under applicable principles of conflicts of laws thereof. The Issuer irrevocably agrees that any legal suit, action or proceeding against the Issuer brought by the Depositary or any Owner or Holder, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may be instituted in any state or federal court in New York, New York, and irrevocably waives any objection which it may now or hereafter have to the application laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Issuer also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Issuer, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. The Issuer has appointed Corporate Creations Network Inc., 00 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000 , as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Owner or Holder, and. provided process is served on the Authorized Agent in the manner provided herein, the Issuer waives any other requirements of or objections to such personal jurisdiction with respect thereto. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such suit, action or proceeding against the Issuer, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Issuer by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The Issuer agrees that the failure of the Laws Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Issuer to receive service of process in New York, the Issuer shall promptly appoint a successor acceptable to the Depositary, so as to serve and will promptly advise the Depositary thereof. In the event the Issuer fails to continue such designation and appointment in full force and effect, the Issuer hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Issuer at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary in any competent court in Israel. By holding an American Depositary Share or an interest therein, Owners and Holders each irrevocably agree that any legal suit, action or proceeding against or involving the Issuer or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any other jurisdiction. Subject to the provisions of Section 8 of the Separation such proceeding, and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and such courts in any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any such suit, action or other proceeding proceeding. To the extent that the Issuer or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to compel arbitration it, any right of immunity, on the grounds of sovereignty or for provisional otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of arbitration in accordance with Section 8 execution or judgment, or from execution of judgment, or other legal process or proceeding for the Separation and Distribution Agreement giving of any relief or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of judgment, in any processjurisdiction in which proceedings may at any time be commenced, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters its obligations, liabilities or other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Issuer, to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties fullest extent permitted by law, hereby irrevocably and unconditionally waives any objection to the laying of venue of any actionwaives, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in claim, any such court that any immunity and consents to such actionrelief and enforcement. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, suit or proceeding brought in any such court has been brought in an inconvenient forumFOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE ISSUER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

Governing Law; Jurisdiction. This Agreement (and any claims all disputes or disputes controversies arising out of 7 or related thereto or relating to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) this Agreement shall in all respects be governed by by, and construed in accordance with with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference regard to any choice-of-law or conflict of law principles that might lead to would result in the application of any Law other than the Laws Law of the State of New York. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of any other jurisdictionParty’s Intellectual Property Rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. Subject The arbitration shall take place in Richmond, Virginia, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the provisions arbitration hearing as follows: (a) exchange of Section 8 witness lists and copies of documentary evidence and documents relating to or arising out of the Separation issues to be arbitrated, (b) depositions of all party witnesses, and Distribution (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each Party will bear its own costs in respect of any disputes arising under this Agreement, each . Each of the Parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals appellate courts thereof (the courts referred to or any Virginia State Court sitting in clauses (a) Henrico County, Virginia for itself and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to its property, generally and unconditionally, with regard to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit such action or proceeding arising out of or relating to this Agreement or and the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumhereby.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF). ​ The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any claims legal action, suit or disputes proceeding against it with respect to obligations, liabilities or any other matter arising out of or related thereto in connection with this Indenture or to the transactions contemplated thereby or to Notes may be brought in the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws courts of the State of New York, including all matters York or the courts of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for located in the Eastern District Borough of Virginia Manhattan, New York City, New York and, until amounts due and any appeals courts thereof (the courts referred to become due in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 respect of the Separation Notes have been paid, hereby irrevocably consents and Distribution Agreement or to prevent irreparable harm, and submits to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processeach such court in personam, summons, notice or document by U.S. registered mail generally ​ 106 and unconditionally with respect to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding for itself in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14of its properties, assets and revenues. Each of the Parties ​ The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any actionof the aforesaid actions, suit suits or proceeding proceedings arising out of or in connection with this Agreement Indenture brought in the courts of the State of New York or the transactions contemplated hereby courts of the United States located in the Virginia CourtsBorough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.. ​

Governing Law; Jurisdiction. This Agreement (Agreement, the rights and any obligations of the parties hereto, and all claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter thereinrelating thereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws laws of the State of New YorkOhio, including all matters without regard to the choice of constructionlaw provisions thereof. Each of the parties agrees that except as otherwise provided herein and other than injunctive relief under Section 13 hereof, validity and performanceany dispute or controversy arising under or in connection with this Agreement or the Executive’s employment with the Company shall be settled exclusively by arbitration, conducted before a single arbitrator, who is currently licensed to practice law in Ohio, located in Franklin County, Ohio, in each case accordance with the employment arbitration rules (except as modified below) of the American Arbitration Association then in effect. Each of the parties hereto agrees that in any such arbitration the award shall be made in writing no more than thirty (30) days following the end of the proceeding, the arbitration shall not be conducted as a class action, the arbitration award shall include factual findings or conclusions of law, and no punitive damages shall be awarded. Any award rendered by the arbitrator shall be final and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the parties hereto agrees to treat as confidential the results of any arbitration (including, without reference limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such results to any choice-of-law or conflict unauthorized person. The Company shall bear all administrative fees and expenses of the arbitration and unless the arbitrator directs otherwise, each party shall bear its own counsel fees and expenses. Either party may appeal the arbitration award and judgment thereon and, in actions seeking to vacate an award, the standard of review to be applied to the arbitrator’s findings of fact and conclusions of law principles will be the same as that might lead applied by an appellate court reviewing a decision of a trial court sitting without a jury. Notwithstanding the foregoing, each of the parties agrees that any dispute between the parties related to the application of the Laws Executive’s purported violation of any other jurisdiction. Subject to of the provisions of Section 8 11 hereof (a “Restrictive Covenant Proceeding”) shall not be subject to binding arbitration and shall be resolved only in the courts of the Separation and Distribution Agreement, each State of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof Ohio or (b) the United States District Court for the Eastern Northern District of Virginia Ohio and any the appellate courts having jurisdiction of appeals courts thereof (in such courts. In that context, and without limiting the courts referred to in clauses generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any Restrictive Covenant Proceeding or proceeding relating to recognition and (b), the “Virginia Courts”), for the purposes enforcement of any suit, action or other proceeding to compel arbitration or for provisional relief judgment in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and respect thereof to the non-exclusive jurisdiction of the Virginia Courts courts of the State of Ohio, the court of the United States of America for the enforcement Northern District of Ohio, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement Restrictive Covenant Proceeding shall be effective service of process for heard and determined in such Ohio State court or, to the extent permitted by law, in such federal court, (b) consents that any action, suit or proceeding such Restrictive Covenant Proceeding may and shall be brought in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably such courts and unconditionally waives any objection that the Executive or the Company may now or thereafter have to the laying of venue or jurisdiction of any action, suit such Restrictive Covenant Proceeding in any such court or proceeding arising out of this Agreement or the transactions contemplated hereby that such Restrictive Covenant Proceeding was brought in the Virginia Courts, and hereby further irrevocably and unconditionally waives an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any RESTRICTIVE COVENANT Proceeding (whether based on contract, tort or otherwise), (d) agrees that service of process in any such court Restrictive Covenant Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 15 hereof, and (e) agrees that any such action, suit or proceeding brought nothing in this Agreement shall affect the right to effect service of process in any such court has been brought in an inconvenient forumother manner permitted by the laws of the State of Ohio. In any arbitration provision, the arbitrator may award to the prevailing party all of any portion of its reasonable costs of arbitration, including fees and disbursements of legal counsel.

Governing Law; Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Agreement (other than the Initial Purchase Agreement and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwiseSecond Purchase Agreement) shall in all respects be governed by and construed and enforced in accordance with the Laws internal laws of the State of New York, including without regard to the principles of conflicts of law thereof. Each Party agrees that all matters of legal proceedings concerning the construction, validity validity, enforcement and performanceinterpretation of this Agreement or any other Transaction Agreement (other than the Purchase Agreements and whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) (“Legal Proceeding”) except as otherwise provided herein must be brought in each case without reference to any choice-of-law or conflict the U.S. District Court for the Western District of law principles that might lead New York (Buffalo Division) or, only to the application extent that there is no federal jurisdiction, any state court of the Laws of any other jurisdictionNew York sitting in Buffalo. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties Each Party hereby irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court state and any appeals federal courts thereof or (b) the United States District Court sitting in Buffalo, New York for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes adjudication of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, Legal Proceeding and hereby further irrevocably and unconditionally waives waives, and agrees not to plead or claim assert in any such Legal Proceeding any claim that it is not personally subject to the jurisdiction of any such court or that any such action, suit or proceeding brought court is an inconvenient venue. Each Party hereby irrevocably waives personal service of process and consents to process being served in any Legal Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such court has been brought Party at the address in an inconvenient forumeffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either Party shall commence a Legal Proceeding, then the prevailing Party in such Legal Proceeding shall be reimbursed by the other Party for any and all related costs, charges and expenses, including reasonable attorneys’ fees. A Party that successfully moves to dismiss a Legal Proceeding is, without limitation, a prevailing Party. This Section 3.4 shall survive the expiration or earlier termination of this Agreement.

Governing Law; Jurisdiction. This Agreement (THIS LIMITED GUARANTEE, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE THEREIN WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT OTHERWISE MIGHT CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Each party hereto agrees that it shall bring, maintain and defend any claims such action or disputes arising out proceeding exclusively in the Court of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall Chancery in all respects be governed by and construed in accordance with the Laws of the State of New YorkDelaware, including all matters or if but only if such Court does not have subject matter jurisdiction, such other court of constructioncompetent jurisdiction located in the State of Delaware (as just described, validity the “Chosen Courts”) and performance, solely in each case without reference to any choice-of-law connection with such actions or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties proceedings: (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (aii) waives any objection to laying venue in any such action or proceeding in the Fairfax County Circuit Court and Chosen Courts; (iii) waives any appeals courts thereof objection that the Chosen Courts are an inconvenient forum or (b) the United States District Court for the Eastern District of Virginia and do not have jurisdiction over any appeals courts thereof (the courts referred to in clauses (a) party hereto; and (b), the “Virginia Courts”), for the purposes iv) agrees that service of process upon such party in any suit, such action or other proceeding shall be effective if effected pursuant to compel arbitration the Laws of the State of Delaware or for provisional relief in aid of arbitration in accordance with Section 8 6 of this Limited Guarantee (other than by e-mail transmission), Notwithstanding the Separation and Distribution Agreement or to prevent irreparable harmimmediately preceding sentence, and to a party may commence any action in a court other than the non-exclusive jurisdiction of the Virginia Chosen Courts solely for the enforcement purpose of enforcing an order or judgment issued by any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumChosen Court.

Governing Law; Jurisdiction. This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 8 9 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 9 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 10.6 11.6 of the Separation and Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.1424. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This The parties specifically agree that this Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter thereindispute hereunder, whether for breach of contractin law or in equity, tortious conduct whether in contract or otherwise and whether predicated on common Lawin tort, by statute or otherwise) , shall in all respects be interpreted, read construed and governed by and construed in accordance with the Laws internal laws of the State of New YorkDelaware, including all matters exclusive of construction, validity and performance, in each case without reference to any choice-of-law or conflict its conflicts of law principles that might lead to the application of the Laws of any other jurisdictionrules. Subject to the provisions of Section 8 of the Separation and Distribution Agreement, each of the Parties The parties hereby irrevocably submits consent to the exclusive jurisdiction of the Chancery Court of the State of Delaware (a) or, if the Fairfax County Circuit Chancery Court and of the State of Delaware declines to accept jurisdiction over a particular matter, any appeals courts thereof state or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to federal court sitting in clauses (aDelaware) and (b)each party hereto expressly agrees to waive any challenge to either jurisdiction or venue in any of the aforementioned courts; provided, the “Virginia Courts”)that each party hereto agrees that a final, for the purposes of non-appealable judgment in any suit, action or proceeding so brought may be enforced in any court of competent jurisdiction by suit on the judgment or in any other manner provided by law. Each party hereto hereby consents to service of process in any such proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 of the Separation and Distribution Agreement or to prevent irreparable harmany manner permitted by Delaware law, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any processprocess by registered or certified mail, summonsreturn receipt requested, notice or document by U.S. registered mail at its address specified pursuant to such Party’s respective address set forth in Section 10.6 of the Separation and Distribution Agreement shall be effective service of process for any action13.1 is reasonably calculated to give actual notice. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH PROCEEDING. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any actionAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia CourtsEXPRESSLY OR OTHERWISE, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such actionTHAT SUCH OTHER PARTY WOULD NOT, suit or proceeding brought in any such court has been brought in an inconvenient forumIN THE EVENT OF SUCH PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.11.